LARGAN - AGM Information 2019 | FinancialReports.eu

Ticker number: 3008TT

Largan Precision Co., Ltd

2019 Annual General Shareholders’ Meeting

Meeting Agenda Handbook

(Translation)

June 12, 2019

----Disclaimer----

This is a translation of the agenda for the 2019 Annual General Shareholders’ Meeting of Largan Precision Co., Ltd. The translation is for reference only. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

Page Number

	Page Number	Page Number
1.	Meeting Procedures ............................................................................................................... 1
2.	General Shareholders’ Meeting Agenda ................................................................................... 2
3.	Report Items .......................................................................................................................... 3
4.	Proposals ............................................................................................................................... 4
5.	Discussions and Elections ...................................................................................................... 5
6.	Extemporary Motions ............................................................................................................ 8
Attachments		.................................................................................................................................. 9
	I.	2018 Business Report ............................................................................................. 9
	II.	Supervisors' Review Report .................................................................................. 10
	III.	2018 Independent Auditors' Report, Parent Company Only Financial Statements, and
		Consolidated Financial Statements ....................................................................... 11
	IV.	2018 Earnings Distribution Table ........................................................................... 27
	V.	Comparison Table of Revisions to the "Articles of Incorporation" .......................... 28
	VI.	Comparison Table of Revisions to the "Procedures for Acquisition or Disposal of
		Assets" ................................................................................................................... 30
	VII.	Comparison Table of Revisions to the "Procedures for Engaging in Derivatives
		Trading" ................................................................................................................. 50
	VIII.	Comparison Table of Revisions to the "Rules for Loaning of Funds" and "Rules for
		Endorsements/Guarantees" ..................................................................................... 52
Appendices		................................................................................................................................. 74
	I.	Articles of Incorporation (Before revision) ........................................................... 74
	II.	Procedures for the Acquisition or Disposal of Assets (Before revision) ................. 81
	III.	Procedures for Engaging in Derivatives Trading (Before revision) ........................ 96
	IV.	"Rules for Loaning of Funds" and "Rules for Endorsements /Guarantees" (Before
		revision) ............................................................................................................. 100
	V.	Rules and Procedures of Shareholders' Meeting ...................................................110
	VI.	Procedures for Election of Directors and Supervisors ..........................................114
	VII.	Shareholding of Directors and Supervisors ..........................................................117

Largan Precision Co., Ltd. 2019 Annual General Shareholders' Meeting Procedures

Call Meeting to Order
Chairman's Address
Report Items
Proposals
Discussion and Elections
Extemporary Motions
Meeting Adjourned

Largan Precision Co., Ltd. 2019 Annual General Shareholders' Meeting Agenda

Time: 9 a.m., June 12, 2019 (Wednesday)

Place: No. 300, Chenggong West Road, Wuri District, Taichung City (Nan Shan Life Insurance Company Ltd. Education & Training Center)

Call meeting to order (report number of shares in attendance)
Chairman's Address
Report Items
(1) 2018 Business Report
(2) 2018 Supervisors' Review Report
(3) 2018 Employee, Director and Supervisor Compensation Report
Proposals
(1) 2018 Business Report and Financial Statements (2) 2018 Earnings Distribution
Discussions and Elections
(1) Amendment to the "Articles of Incorporation"
(2) Amendment to the "Procedures for the Acquisition or Disposal of Assets"
(3) Amendment to the "Procedures for Engaging in Derivatives Trading"
(4) Amendment to the "Rules for Loaning of Funds" and "Rules for Endorsements/Guarantees"
(5) Election of the Company's 17th-term of Directors and Supervisors
(6) Release of newly appointed Directors of the Company from non-compete restrictions
Extemporary Motions
Meeting Adjourned

Report Items

2018 Business Report Explanation: Please refer to Attachment I on page 9 of the Handbook.
2018 Supervisors’ Review Report Explanation: Please refer to Attachment II on page 10 of the Handbook.
2018 Employee, Director and Supervisor Compensation Report Explanation: The Company's compensation for Directors, Supervisors and employees in 2018 are distributed in accordance with the Company's Articles of Incorporation. Directors and Supervisors compensation is NT$328,787,097, and employee compensation is NT$4,383,827,948. All compensation shall be distributed in cash.

Proposals

Adoption of 2018 Business Report and Financial Statements (Proposed by the Board of Directors)

Explanation:

(1) The Parent Company Only Financial Statements and Consolidated Financial Statements prepared and delivered by the Board of Directors have been audited by KPMG Taiwan. The Financial Statements, along with the Business Report and Earnings Distribution Table, have been reviewed and verified by the Supervisors.
(2) Please refer to Attachment I on page 9 of the Handbook and Attachment III on page 11-26 of the Handbook for the aforementioned Business Report, Independent Auditor's Report, and Financial Statements.
(3) The proposed reports and statements are submitted for adoption.
Resolution:
Adoption of 2018 Earnings Distribution (Proposed by the Board of Directors)
Explanation: The Company's 2018 Earnings Distribution has been approved by the Board of Directors. Please refer to Attachment IV on page 27 of the Handbook for the detailed distribution statement.

Resolution:

Discussions and Elections

Discussion of amendments to the "Articles of Incorporation" (Proposed by the Board of Directors)
Explanation: The Company's Articles of Incorporation are revised to comply with amendments in the Company Act and the Company's actual business requirements. Please refer to Attachment V on page 28-29 of the Handbook for the comparison table of revisions to the Articles of Incorporation.

Resolution:

Discussion of amendments to the "Procedures for the Acquisition or Disposal of Assets" (Proposed by the Board of Directors)

Explanation:

(1) The Company's "Procedures for the Acquisition or Disposal of Assets" is amended in accordance to Jin-Guan-Zheng-Fa No. 1070341072 issued by the Financial Supervisory Commission on November 26, 2018.
(2) Please refer to Attachment VI on page 30-49 of the Handbook for the comparison table of revisions to the "Procedures for the Acquisition or Disposal of Assets".

Resolution:

Discussion of amendments to the "Procedures for Engaging in Derivatives Trading" (Proposed by the Board of Directors)

Explanation:

(1) The Company's "Procedures for Engaging in Derivatives Trading" is amended in accordance to Jin-Guan-Zheng-Fa No. 1070341072 issued by the Financial Supervisory Commission on November 26, 2018.
(2) Please refer to Attachment VII on page 50-51 of the Handbook for the comparison table of revisions to the "Procedures for Engaging in Derivatives Trading".

Resolution:

Discussion of amendments to the "Rules for Loaning of Funds" and "Rules for Endorsements/Guarantees" (Proposed by the Board of Directors)

Explanation:

(1) The Company's "Rules for Loaning of Funds" and "Rules for Endorsements/Guarantees" are amended in accordance to Jin-Guan-Zheng-Shen No. 1080304826 issued by the Financial Supervisory Commission on March 7, 2019.
(2) Please refer to Attachment VIII on page 52-73 of the Handbook for the

comparison table of revisions to the "Rules for Loaning of Funds" and "Rules for Endorsements/Guarantees".

Resolution:

Election of the Company's 17th-term of Directors and Supervisors (Proposed by the Board of Directors)

Explanation:

(1) The term of office of the Company's current Directors and Supervisors will expire on June 7, 2019 and an election for Directors and Supervisors is called for at this annual general shareholders' meeting.
(2) According to Article 16 of the Company's Articles of Incorporation, the Company shall elect seven Directors (including two Independent Directors) and two Supervisors. The Directors and Supervisors shall be elected based on a candidate nomination system for a term of three years and may be re-elected at the end of their term.
(3) The term of office of the newly elected Directors and Supervisors will be from June 12, 2019 to June 11, 2022. The term of the previous Directors and Supervisors shall expire upon the completion of the annual general shareholders' meeting.
(4) The list of candidates for the Directors, Supervisors and Independent Directors has been reviewed in the meeting of the Board of Directors on April 22, 2019, and is provided below;

DirectorCandidate	1	2	3	4	5
Name	Mao Yu Commemorate Co.,	Mao Yu Commemorate Co., Ltd.: Representative: En-Chou Lin	Mao Yu Commemorate Co., Ltd. Representative: En-Ping Lin	Shih-Ching Chen	Ming-Yuan Hsieh
	Ltd. Representative: Yao-Ying Lin
Number of shares held	8,672,968 shares	8,672,968 shares	8,672,968 shares	6,756,831 shares	3,606,585 shares
Education	National Chung Hsing University Degree in Agricultural Chemistry	Tamkang University Degree in Insurance and Banking	Dominican University Master of Business Administration,	National Cheng Kung University Degree in Mechanical Engineering	Feng Chia University Degree in Applied Mathematics
Experience/Current Position	Largan Precision Chairman/Director	Largan Precision Director/Chairman	Largan Precision Director/CEO	Largan Precision Chairman/Director	Largan Precision Director

Independent DirectorCandidate Name Numberofsharesheld Education Experience/Current Position	1	2
	Shan-Chieh Yen	Ming-Hua Peng
	None	56,604shares
	Taichung Industrial High School Electrical Engineering,	Ming Chi Institute of Technology Mechanical Engineering
	Largan Precision Assistant Vice President/Independent Director	Largan Precision Assistant Vice President/Independent Director

SupervisorCandidate Name Numberofsharesheld Education Experience/Current Position	1	2
	Chung-Jen Liang	Tsui-Ying Chiang
	2,098,721shares	6,625,569 shares
	National Chengchi University Degreein Finance	Tamkang University DegreeinGermanStudies
	Largan PrecisionSupervisor	Largan Precision Director

Results of the election:

Proposal to release newly appointed Directors from non-compete restrictions. (Proposed by the Board of Directors)

Explanation:

(1) Pursuant to Article 209 of the Company Act, a Director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
(2) To make use of the expertise and related experience of the Company's newly appointed Directors, it is proposed to the shareholders' meeting to release the Company’s newly appointed Directors from non-compete restrictions.
(3) Related information on the release of non-compete restrictions is as follows:

Position	Name	Otherpositions held currently
Representative of Corporate Director	Yao-Ying Lin	Director,Largan Digital Co.,Ltd.
		Director,Largan Medical Co.,Ltd.
Representative of Corporate Director	En-Chou Lin	Director,Largan Digital Co.,Ltd.
		Director,Largan Medical Co.,Ltd.
		Director,NEO(Shanghai)Medical TechnologyCo.,Ltd.
Representative of Corporate Director	En-Ping Lin	Chairman,Largan Digital Co.,Ltd.
		Chairman,Largan Medical Co.,Ltd.
		Director,Alpha HoldingIncorporated
		Director,Beta International Limited
		Director,Largan Health TechnologyInc.
		Representative of Corporate Director, Largan Health Technology Co.,Ltd.
		Director,Largan Health AI-Tech Co.,Ltd.
Director	Shih-Ching Chen	Director,Largan Digital Co.,Ltd.
		Director,Largan Medical Co.,Ltd.

Resolution:

Extemporary Motions

Meeting Adjourned

Attachment I

Largan Precision Co., Ltd.

2018 Business Report

In 2018, the Company's consolidated revenue amounted to NT$49,952,158 thousand and the net profit after tax amounted to NT$24,369,534 thousand. Our 2018 business results and 2019 business plan are summarized below:

2018 Business Report
(1) Business results: Largan Precision's consolidated revenue in 2018 amounted to NT$49,952,158 thousand, which was a 6% decline from NT$53,127,510 thousand in 2017. The net profit after tax was NT$24,369,534 thousand, which was a 6% decline from NT$25,975,623 in 2017. The net profit per share after tax was NT$181.67.
(2) Financial performance and profitability: Please refer to the financial statements in the attachment for the financial overview of 2018.
(3) Research and development: The Company invested a total of NT$3,258,445 thousand in research and development for the current year, which was a 1% decline from NT$3,277,712 thousand in the previous year.
2019 Business Plan
(1) Business strategy: Largan Precision upholds the business philosophy of "innovation, professionalism, speed, and flexibility" and all employees continuously pursue discipline and growth in the face of a changing business environment as they commit themselves to product development and quality improvement to continuously create profit and growth.
(2) Production and sales forecast: The Company shall remain focused on the production and sales of mobile phone camera lenses and actively enhance manufacturing technology and output with the aim of maintaining the Company's advantages in production cost, and making overall production and sales more competitive.
(3) Research and development plans: The Company shall continue to conduct research and development in mobile phone camera lenses. We shall continue to expand our R&D team, product range, add new product lines, and improve the scale and quality of products. We shall also commit ourselves to the development of other product applications and improvement in manufacturing capabilities to maintain long-term competitiveness in the industry.

Largan Precision shall continue to work hard and adopt a spirit of constant innovation in the production of each product. We shall fully develop the Company's core expertise and continue to strengthen the Company's competitiveness in all respects to live up to the expectations of the shareholders and the general public. We hereby express our most sincere gratitude for the support of all our customers, suppliers, shareholders, and employees.

Chairman: En-Chou Lin Chief Executive Officer: En-Ping Lin Chief Accounting Officer: Hsing-Ju Tsao

Attachment II

Largan Precision Co., Ltd.

Supervisors' Review Report

We hereby approve

The Company's 2018 Financial Statements (Parent Company Only Financial Statements and Consolidated Financial Statements) prepared and delivered by the Board of Directors have been audited by KPMG Taiwan who found them to be reasonably expressed to present the financial status, business performance, and cash flow of the Company. The Supervisors have reviewed and verified the Financial Statements along with the Business Report and earnings distribution proposal and found them to be compliant with applicable regulations. We hereby produce this report in accordance with Article 219 of the Company Act for your review.

The above is respectfully submitted to

Largan Precision 2019 Annual General Shareholders' Meeting

Largan Precision Co., Ltd.

Supervisors: Chung-Jen Liang

Hsiao-Pei Su

Hui-Fen Chen

Date: April 22[nd] , 2019

Attachment III

Independent Auditors’ Report

To the Board of Directors of Largan Precision Co., Ltd.:

Opinion

We have audited the financial statements of Largan Precision Co., Ltd. (the “Company”) which comprise the balance sheets as of December 31, 2018 and 2017, the statement of comprehensive income, changes in equity and cash flows for the years ended December 31, 2018 and 2017, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2018 and 2017, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Inventory valuation

Please refer to Note 4(g), Note 5(a), and Note 6(g) for accounting policies, uncertainty of accounting estimates and assumptions, and related disclosures for inventory valuation.

Description of key audit matter:

Inventories are stated at the lower of cost or net realizable value. With the rapid development of technology, and significant changes in market demand, the severe volatility to sales may lead to risks, wherein the costs of inventories may exceed its net realizable values. Therefore, the valuation of inventories has been identified as one of the key audit matters.

How the matter was addressed in our audit.

In relation to the key audit matter above, our principal audit procedures include obtaining an inventory aging report, analyzing the movement of inventory aging and evaluating the reasonableness of the Company’s accounting policies, such as allowance for inventory valuation and obsolescence; performing a retrospective test of the Company’s historical accuracy of judgments with reference to inventory valuation and comparing with the current period to evaluate the appropriateness of the estimation and assumptions used; examining whether the valuation of inventories are in compliance with the accounting policies of the Company; understanding the basis of the selling price the management used to ensure the reasonableness of net realizable value of inventories; reviewing sales in the subsequent period, as well as assessing the basis of the net realizable value the Company used to determine the sufficiency of allowance of inventories and whether the related disclosures are appropriate.

2. Accounts Receivable Valuation

Please refer to Note 4(f), note 5(b), and Note 6(e) for accounting policies, uncertainty of accounting estimates and assumptions, and related disclosures for accounts receivables valuation, respectively.

Description of key audit matter:

The Company’s accounts receivable are concentrated within certain customers, and the determination of allowance for accounts receivable relies on the management’s subjective judgment. Therefore, the valuation of accounts receivables is one of the key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures include estimating the loss allowance of trade receivables that is based on the risk of a default occurring and the rate of expected credit loss; reviewing the historical collection records, understanding the industry economic environment and the credit risk of receivables among limited customers to evaluate whether the method of estimation, assumptions, and related disclosures are appropriate.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the supervisors) are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information on the investment in other entities accounted for using the equity method in order to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Tza-Hsin, Chang and Chiun-Mang, Chen.

KPMG

Taipei, Taiwan (Republic of China) February 25, 2019

`Notes to Readers`

The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD.

Balance Sheets

December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2018 Assets Amount % Current assets: 1100 Cash and cash equivalents(Note6(a) and (w)) $ 56,224,190 42 1110 Current financial assets at fair value through profit or loss(Note6(b) and (w)) 1,291,809 1 1120 Current financial assets at fair value through other comprehensive income (Note6(c) and (w)) 23,389 - 1125 Current available-for-sale financial assets(Note6(d) and (w)) - - 1150 Notes receivable, net(Note6(e) and (w)) 3 - 1170 Accounts receivable, net(Note6(e) and (w)) 2,639,484 2 1180 Accounts receivable from related parties, net(Note6(e)、(w) and7) 7,716,994 6 1200 Other receivables(Note6(f) and (w)) 213,210 - 1210 Other receivables from related parties(Note6(f)、(w) and7) 68,234 - 1310 Inventories(Note6(g)) 3,460,712 3 1470 Other current assets(Note6(k) and8) 553,490 - 72,191,515 54 Non-current assets: 1550 Investments accounted for using equity method(Note6(h)) 30,107,282 23 1600 Property, plant and equipment(Note6(i)) 27,487,598 21 1780 Intangible assets(Note6(j)) 80,345 - 1840 Deferred tax assets(Note6(n)) 402,872 - 1900 Other non-current assets(Note6(k) and8) 2,772,208 2 60,850,305 46 Total assets $ 133,041,820 100	December 31, 2018	December 31, 2018	December 31, 2018
	Amount	%	Amount
	25,324,375 19 24,675,423 21
	15,560 - 598 - 4,473 - 3,179 - 97,841 - 90,441 -
72,191,515 54
30,107,282 23 27,487,598 21 80,345 - 402,872 - 2,772,208 2	117,874 - 94,218 -
	25,442,249 19 24,769,641 21
	1,341,402 1 1,341,402 1 1,557,011 1 1,556,388 1 106,503,622 80 91,870,266 79 (1,802,464) (1) (2,370,825) (2)
60,850,305 46
	107,599,571 81 92,397,231 79
$ 133,041,820 100	$ 133,041,820 100 117,166,872 100

See accompanying notes to parent company only financial statements.

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD.

Statements of Comprehensive Income

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

2018	% 100 31	2017	% 100 30
Amount $ 47,178,620 14,668,012		Amount 49,497,163 15,055,204
32,510,608 (119,881)	69 -	34,441,959 3,495	70 -
32,390,727	69	34,445,454	70
287,239 1,084,235 3,252,847	1 2 7	299,024 1,087,938 3,272,770	1 2 7
4,624,321	10	4,659,732	10
27,766,406	59	29,785,722	60
623,077 374,959 2,149,295	1 1 5	333,771 (709,609) 2,247,034	1 (1) 4
3,147,331	7	1,871,196	4
30,913,737 6,544,203	66 14	31,656,918 5,681,295	64 11
24,369,534	52	25,975,623	53
(12,995) (51,935) -	- - -	(17,775) - -	- - -
(64,930)	-	(17,775)	-
622,277 - -	1 - -	(1,885,780) 1,792 -	(4) - -
622,277	1	(1,883,988)	(4)
557,347	1	(1,901,763)	(4)
$ 24,926,881	53	24,073,860	49
$ 181.67		193.65
$ 180.05		191.77

See accompanying notes to parent company only financial statements.

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. Statements of Changes in Equity For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars)

Share Capital		Retained earnings	Retained earnings			Other equityinterest	Other equityinterest
					Exchange differences on translation of foreign financial statements	Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income	Unrealized gains (losses) on available-for-sal e financial assets	Total
	Legal reserve	Special reserve	Unappropriated retained earnings	Total
$ 1,341,402 1,555,729 8,711,955 -
- - 2,273,302 - (2,273,302) - - - - - - 486,837 (486,837) - - - - - - - (8,517,903) (8,517,903) - -							- - - - - - - - (8,517,903)
- - 2,273,302 486,837 (11,278,042) (8,517,903) - -							- - (8,517,903)
- 659 - - - - - -							- - 659
- - - - 25,975,623 25,975,623 - - - - - - (17,775) (17,775) (1,885,780) -							- - 25,975,623 1,792 (1,883,988) (1,901,763)
- - - - 25,957,848 25,957,848 (1,885,780) -							1,792 (1,883,988) 24,073,860
- - - - (1,900) (1,900) - -							- - (1,900)
$ 1,341,402 1,556,388 10,985,257 486,837 80,398,172 91,870,266 (2,369,880) -							(945) (2,370,825) 92,397,231
$ 1,341,402 1,556,388 10,985,257 486,837 80,398,172 91,870,266 (2,369,880) - (945) (2,370,825) 92,397,231 - - - - 1,967 1,967 - (2,912) 945 (1,967) -
1,341,402 1,556,388 10,985,257 486,837 80,400,139 91,872,233 (2,369,880) (2,912) - (2,372,792) 92,397,231
- - 2,597,562 - (2,597,562) - - - - - - - - - 1,883,988 (1,883,988) - - - - - - - - - - (9,725,164) (9,725,164) - - - - (9,725,164)
- - 2,597,562 1,883,988 (14,206,714) (9,725,164) - - - - (9,725,164)
- 623 - - - - - - - - 623
- - - - 24,369,534 24,369,534 - - - - 24,369,534 - - - - (12,995) (12,995) 622,277 (51,935) - 570,342 557,347
- - - - 24,356,539 24,356,539 622,277 (51,935) - 570,342 24,926,881
- - - - 14 14 - (14) - (14) -
$ 1,341,402 1,557,011 13,582,819 2,370,825 90,549,978 106,503,622 (1,747,603) (54,861) - (1,802,464) 107,599,571

See accompanying notes to parent company only financial statements.

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD.

Statements of Cash Flows

For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars)

(Expressed in Thousands of New Taiwan Dolla	rs)
Cash flows from operating activities: Profit before income tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Interest income Share of loss (profit) of subsidiaries accounted for using equity method Losses (Gains) on disposal of property, plant and equipment Property, plant and equipment transferred to expenses Gain on disposal of investment Unrealized (realized) profit from sales Unrealized foreign exchange loss Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Decrease in financial assets mandatorily measured at fair value through profit or loss (Increase) decrease in notes receivable Decrease (Increase) in accounts receivable (Increase) decrease in accounts receivable from related parties Increase in inventories Increase in other current assets Total changes in operating assets Changes in operating liabilities: (Decrease) increase in notes payable Increase in accounts payable (Decrease) increase in accounts payable to related parties Increase in other current liabilities Decrease in net defined benefit liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Cash inflow generated from operations Interest received Income taxes paid Net cash flows from operating activities Cash flows from investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using equity method Acquisition of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Acquisition of intangible assets Increase in other non-current assets Net cash flows used in investing activities Cash flows from financing activities: Increase in short-term borrowings Increase (decrease) in guarantee deposits received Cash dividend paid Overdue dividend transferred to capital surplus Net cash flows used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2018	2017
	$ 30,913,737 2,766,307 61,476 (613,196) (2,149,295) 1,618 1,072 - 119,881 38,279 226,142 680,158 (3) 2,143,854 (1,019,185) (1,527,378) (409,355) (131,909) (1,500) 95,505 (1,531,680) 2,108,116 (5,595) 664,846 532,937 31,672,816 567,647 (6,205,748) 26,034,715 1,233 (8,800) - - (6,398,078) 111 (396,100) (47,712) (99,718) (6,949,064) 137,000 1,294 (9,725,164) 623 (9,586,247) 9,499,404 46,724,786 $ 56,224,190	31,656,918 2,202,076 30,052 (326,352) (2,247,034) (5,016) - (17,541) (3,495) - (367,310) - 132 (1,059,982) 2,350,733 (178,515) (80,584) 1,031,784 2,247 220,523 1,136,104 2,898,539 (2,024) 4,255,389 5,287,173 36,576,781 308,592 (5,370,382) 31,514,991 - - (14,420,000) 15,919,653 (7,388,555) 5,584 2,545 (79,555) (259,149) (6,219,477) 358,167 (1,349) (8,517,903) 659 (8,160,426) 17,135,088 29,589,698 46,724,786

See accompanying notes to parent company only financial statements.

Independent Auditors’ Report

To the Board of Directors of Largan Precision Co., Ltd.:

Opinion

We have audited the consolidated financial statements of Largan Precision Co., Ltd. (the “Company”) and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, the consolidated statement of comprehensive income, changes in equity and cash flows for the years ended December 31, 2018 and 2017, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Inventory valuation

Please refer to Note 4(h), Note 5(a), and Note 6(g) for accounting policies, uncertainty of accounting estimates and assumptions, and related disclosures for inventory valuation.

Description of key audit matter:

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures include obtaining an inventory aging report, analyzing the movement of inventory aging and evaluating the reasonableness of the Group’s accounting policies, such as allowance for inventory valuation and obsolescence; performing a retrospective test of the Group’s historical accuracy of judgments with reference to inventory valuation and comparing with the current period to evaluate the appropriateness of the estimation and assumptions used; examining whether the valuation of inventories are in compliance with the accounting policies of the Group; understanding the basis of the selling price the management used to ensure the reasonableness of net realizable value of inventories; reviewing sales in the subsequent period, as well as assessing the basis of the net realizable value the Group used to determine the sufficiency of allowance of inventories and whether the related disclosures are appropriate.

2. Accounts Receivable Valuation

Please refer to Note 4(g), note 5(b), and Note 6(e) for accounting policies, uncertainty of accounting estimates and assumptions, and related disclosures for accounts receivables valuation, respectively.

Description of key audit matter:

The Group’s accounts receivable are concentrated within certain customers, and the determination of allowance for accounts receivable relies on the management’s subjective judgment. Therefore, the valuation of accounts receivables is one of the key audit matters.

How the matter was addressed in our audit:

Other Matter

The Company has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2018 and 2017, on which we have issued an unqualified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the supervisors) are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Tza-Hsin, Chang and Chiun-Mang, Chen.

KPMG

Taipei, Taiwan (Republic of China) February 25, 2019

`Notes to Readers`

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2018 Assets Amount % Current assets: 1100 Cash and cash equivalents(Note6(a) and (w)) $ 83,403,426 62 1110 Current financial assets at fair value through profit or loss(Note6(b) and (w)) 1,291,809 1 1120 Current financial assets at fair value through other comprehensive income (Note6(c) and (w)) 139,944 - 1125 Current available-for-sale financial assets(Note6(d) and (w)) - - 1150 Notes receivable, net(Note6(e) and (w)) 827,521 1 1170 Accounts receivable, net(Note6(e) and (w)) 10,646,493 8 1180 Accounts receivable from related parties, net(Note6(e)、(w) and7) 12,596 - 1200 Other receivables(Note6(f) and (w)) 468,095 1 1210 Other receivables from related parties(Note6(f)、(w) and7) 15,638 - 1220 Current tax assets 9,661 - 1310 Inventories(Note6(g)) 3,893,350 2 1470 Other current assets(Note6(k) and8) 597,812 1 101,306,345 76 Non-current assets: 1550 Investments accounted for using equity method(Note6(h)) 209,445 - 1600 Property, plant and equipment(Note6(i)) 27,850,051 21 1780 Intangible assets(Note6(j)) 80,566 - 1840 Deferred tax assets(Note6(n)) 402,872 1 1900 Other non-current assets(Note6(k) and8) 2,799,145 2 31,342,079 24 Total assets $ 132,648,424 100	December 31, 2018	December 31, 2018	December 31, 2018
	Amount	%	Amount
	24,930,979 19 23,409,706 20
	15,560 - 598 - 4,473 - 3,257 - 97,841 - 90,441 -
101,306,345 76	117,874 - 94,296 -
209,445 - 27,850,051 21 80,566 - 402,872 1 2,799,145 2	25,048,853 19 23,504,002 20
	1,341,402 1 1,341,402 1 1,557,011 1 1,556,388 2 106,503,622 80 91,870,266 79 (1,802,464) (1) (2,370,825) (2)
31,342,079 24	107,599,571 81 92,397,231 80 $ 132,648,424 100 115,901,233 100
$ 132,648,424 100

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2018	% 100 31	2017	% 100 31
Amount $ 49,952,158 15,594,576		Amount 53,127,510 16,279,606
34,357,582 (6,107)	69 -	36,847,904 8,026	69 -
34,351,475	69	36,855,930	69
353,440 1,127,650 3,258,445	1 2 7	364,139 1,120,777 3,277,712	1 2 6
4,739,535	10	4,762,628	9
29,611,940	59	32,093,302	60
1,192,752 343,583 47,596	2 1 -	663,469 (756,800) (40,450)	1 (1) -
1,583,931	3	(133,781)	-
31,195,871 6,826,337	62 13	31,959,521 5,983,898	60 11
24,369,534	49	25,975,623	49
(12,995) (51,935) -	- - -	(17,775) - -	- - -
(64,930)	-	(17,775)	-
622,277 - -	1 - -	(1,885,780) 1,792 -	(4) - -
622,277	1	(1,883,988)	(4)
557,347	1	(1,901,763)	(4)
$ 24,926,881	50	24,073,860	45
$ 181.67		193.65
$ 180.05		191.77

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars) Equity attributable to owners of parent

Share Capital		Retained earnings	Retained earnings			Other equityinterest	Other equityinterest
					Exchange differences on translation of foreign financial statements	Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income	Unrealized gains (losses) on available-for-sal e financial assets	Total
	Legal reserve	Special reserve	Unappropriated retained earnings	Total
$ 1,341,402 1,555,729 8,711,955 -
- - 2,273,302 - (2,273,302) - - - - - - 486,837 (486,837) - - - - - - - (8,517,903) (8,517,903) - -							- - - - - - - - (8,517,903)
- - 2,273,302 486,837 (11,278,042) (8,517,903) - -							- - (8,517,903)
- 659 - - - - - -							- - 659
- - - - 25,975,623 25,975,623 - - - - - - (17,775) (17,775) (1,885,780) -							- - 25,975,623 1,792 (1,883,988) (1,901,763)
- - - - 25,957,848 25,957,848 (1,885,780) -							1,792 (1,883,988) 24,073,860
- - - - (1,900) (1,900) - -							- - (1,900)
$ 1,341,402 1,556,388 10,985,257 486,837 80,398,172 91,870,266 (2,369,880) -							(945) (2,370,825) 92,397,231
$ 1,341,402 1,556,388 10,985,257 486,837 80,398,172 91,870,266 (2,369,880) - (945) (2,370,825) 92,397,231 - - - - 1,967 1,967 - (2,912) 945 (1,967) -
1,341,402 1,556,388 10,985,257 486,837 80,400,139 91,872,233 (2,369,880) (2,912) - (2,372,792) 92,397,231
- - 2,597,562 - (2,597,562) - - - - - - - - - 1,883,988 (1,883,988) - - - - - - - - - - (9,725,164) (9,725,164) - - - - (9,725,164)
- - 2,597,562 1,883,988 (14,206,714) (9,725,164) - - - - (9,725,164)
- 623 - - - - - - - - 623
- - - - 24,369,534 24,369,534 - - - - 24,369,534 - - - - (12,995) (12,995) 622,277 (51,935) - 570,342 557,347
- - - - 24,356,539 24,356,539 622,277 (51,935) - 570,342 24,926,881
- - - - 14 14 - (14) - (14) -
$ 1,341,402 1,557,011 13,582,819 2,370,825 90,549,978 106,503,622 (1,747,603) (54,861) - (1,802,464) 107,599,571

See accompanying notes to consolidated financial statements.

( English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit before income tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Interest income Share of (profit) loss of associates accounted for using equity method Losses (Gains) on disposal of property, plant and equipment Property, plant and equipment transferred to expenses Gain on disposal of investment Unrealized (realized) profit from sales Unrealized foreign exchange loss Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Decrease in financial assets mandatorily measured at fair value through profit or loss Increase in notes receivable Decrease in accounts receivable(including from related parties) (Increase) decrease in inventories Increase in other current assets Decrease in other operating assets Total changes in operating assets Changes in operating liabilities: (Decrease) increase in notes payable (Decrease) increase in accounts payable(including to related parties) Increase in other current liabilities Decrease in net defined benefit liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Cash inflow generated from operations Interest received Income taxes paid Net cash flows from operating activities Cash flows from investing activities: Acquisition of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Increase in other non-current assets Acquisition of intangible assets Net cash flows used in investing activities Cash flows from financing activities: Increase in short-term borrowings Increase (decrease) in guarantee deposits received Cash dividend paid Overdue dividend transferred to capital surplus Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2018 $ 31,195,871 2,833,776 61,692 (1,182,871) (47,596) 22,971 1,072 - 6,107 38,279	2017 31,959,521 2,269,919 30,649 (656,050) 40,450 (3,647) - (17,541) (8,026) -
	1,733,430	1,655,754
	680,158 (93,485) 3,775,233 (1,316,518) (510,642) 494	- (3,807) 2,658 16,759 (103,795) 489
	2,535,240	(87,696)
	(1,500) (366,445) 1,911,157 (5,595)	2,247 288,330 2,887,910 (2,024)
	1,537,617	3,176,463
	4,072,857	3,088,767
	37,002,158 1,096,612 (6,507,317)	36,704,042 634,710 (5,763,025)
	31,591,453	31,575,727
	- - (154,386) 1,233 (8,800) (6,412,320) 640 (395,839) (112,983) (47,712)	(14,420,000) 15,919,653 - - (110,898) (7,442,496) 4,154 2,526 (249,995) (79,555)
	(7,130,167)	(6,376,611)
	137,000 1,216 (9,725,164) 623	358,167 (1,350) (8,517,903) 659
	(9,586,325)	(8,160,427)
	632,457	(1,883,088)
	15,507,418 67,896,008	15,155,601 52,740,407
	$ 83,403,426	67,896,008

See accompanying notes to consolidated financial statements.

Attachment IV

Largan Precision Co., Ltd. 2018 Earnings Distribution Table

Unit: NT$

Item	Amount	Amount
	Subtotal	Total
Opening balance		66,191,458,164
Less: Remeasurements of defined benefit plans	(12,994,994)
Plus: Adjustment for retrospective application of new standards	1,966,823
Plus: Disposal of investments in equity instruments designated at fair value through other comprehensive income	14,379
Opening balance after adjustment		66,180,444,372
Plus: Net income after tax for the currentyear	24,369,533,959
Less: Appropriation for legal reserve	(2,436,953,396)
Plus: Equity deduction reversed to special reserve	568,360,620
Earnings available for distribution		88,681,385,555
Distribution items:
Less: Shareholders’ dividends- cash ($68 per share)	(9,121,533,396)
Unappropriated retained earnings at the		79,559,852,159
end of theperiod

Chairman: En-Chou Lin Chief Executive Officer: En-Ping Lin Chief Accounting Officer: Hsing-Ju Tsao

After approval of the shareholders' cash dividends proposal by the general shareholders' meeting, the Board of Directors is authorized to determine the record date for distribution.
In the event that the number of shares outstanding are affected by changes in the Company's share capital, such that shareholders’ cash dividend payout must be adjusted accordingly, it is proposed to the shareholders' meeting that the Board of Directors be authorized to make such adjustments at its full discretion.
The Company’s 2018 earnings shall be distributed first.

Attachment V

Largan Precision Co., Ltd.

Comparison Table of Revisions to the "Articles of Incorporation"

BeforeRevision	After Revision	Explanation
Article 1 The Company is incorporated as a company limited by shares under the Company Act of the Republic of China, and its name is大立光電股份有限公司.	Article 1 The Company is incorporated as a company limited by shares under the Company Act of the Republic of China, and its name is大立光電股份有限公司. The Company's name in English is Largan Precision Co., Ltd.	Revised in accordance with the Company Act
Article 5 The total capital stock of the Company is in the amount of two billion New Taiwan Dollars (NT$2,000,000,000) divided into 200 million (200,000,000) common shares, at a par value of Ten New Taiwan Dollars (NT$10) each. The Board of Directors is authorized to issue the shares in multiple installment~~s and may issue~~ ~~stock certificates in large denominations.~~ A total of NT$100,000,000 totaling 10 million (10,000,000) shares of the aforementioned capital shall be reserved for the issuance of employee stock options at NT$10 per share, and may be issued in installments upon resolution by the Board of Directors.	Article 5 The total capital stock of the Company is in the amount of two billion New Taiwan Dollars (NT$2,000,000,000) divided into 200 million (200,000,000) common shares, at a par value of Ten New Taiwan Dollars (NT$10) each. The Board of Directors is authorized to issue the shares in multiple installments. A total of NT$100,000,000 totaling 10 million (10,000,000) shares of the aforementioned capital shall be reserved for the issuance of employee stock options at NT$10 per share, and may be issued in installments upon resolution by the Board of Directors.	Revised in accordance with the Company Act
Article 6 The Company's share certificates shall be name bearing, and registered, signed or sealed by the Chairman of the Board and at least two Directors. The share certificates shall be affixed with the Company's logo, numbered, and issued after certification by the competent authority. ~~When the Company issues new shares, it~~ ~~shall print share certificates based on the~~ ~~total number of shares distributed and~~ ~~register the certificates with the securities~~ ~~depository and custodian institution. The~~ ~~numbering requirement in the preceding~~ ~~paragraph is not applicable.~~ The Company may be exempted from printing share certificates for the shares issued. The Companynotprintingits	Article 6 The Company's share certificates shall be name bearing, and registered, signed or sealed by the Chairman of the Board and at least two Directors. The share certificates shall be affixed with the Company's logo, numbered, and issued after certification by the competent authority. The Company may be exempted from printing share certificates for the shares issued. The Company not printing its share certificate shall register the issued stock with the securities depository and custodian institution. Requirements in the two preceding paragraphs shall not apply.	Revised in accordance with the Company Act

BeforeRevision	After Revision	Explanation
share certificate shall register the issued stock with the securities depository and custodian institution. Requirements in the two preceding paragraphs shall not apply.
Article 26-1 Where the Company has a profit at the end of each fiscal year, the Company shall distribute the earnings in the following order: (I) Pay income tax in accordance with applicable laws. (Omitted) (V) With the balance after deductions in the preceding paragraphs together with retained earnings from preceding years, the Board of Directors shall submit the earnings distribution proposal to its shareholders for their approval. (Omitted)	Article 26-1 Where the Company has a profit at the end of each fiscal year, the Company shall distribute the earnings in the following order: (I) Pay income tax in accordance with applicable laws. (Omitted) (V) With the balance after deductions in the preceding paragraphs together with retained earnings from preceding years, the Board of Directors shall submit the earnings distribution proposal to its shareholders for their approval. Where dividends and bonuses are distributed in whole or in part in cash, the Board of Directors shall adopt a resolution by a majority vote at a meeting attended by over two thirds of the Directors and report such distribution to the shareholders' meeting. (Omitted)	Revised based on the Company's actual requirements in accordance with Article 240 of the Company Act.
Article 29 Omitted The 37th amendment was made on June 12, 2018. These Articles of Incorporation shall be effective and implemented following approval from the shareholders' meeting.	Article 29 Omitted The 37th amendment was made on June 12, 2018. The 38th amendment was made on June 12, 2019. These Articles of Incorporation shall be effective and implemented following approval from the shareholders' meeting.	Addition of date of amendment.

Attachment VI

Largan Precision Co., Ltd. Comparison Table of Revisions to the "Procedures for the Acquisition or Disposal of Assets"

Article	BeforeRevision	BeforeRevision	After Revision	After Revision	Explanation
					Adjusted
Article 1 to
					numbering of
Article 38
					main text.

	1. Purpose		Article 1 Purpose		Revised
	To protect investments and		To protect investments and		wording for
	implement information disclosure,		implement information disclosure,		consistency in
Article 1
	the Company and its subsidiaries		the Company and its subsidiaries		the main text.

	shall follow these Procedures in the		shall follow these Procedures in the
	acquisition or disposal of assets.		acquisition or disposal of assets.
Article 3	3. The term “assets” as used in the		Article 3 The term “assets” as used		Amended in
	Procedures includes the following:		in the Procedures includes the		accordance
	I. Investments in stocks,		following:		with the FSC's
	government bonds, corporate		I. Investments in stocks,		Jin-Guan-Zhe
	bonds, financial bonds, securities		government bonds, corporate		ng-Fa No.
	representing interest in a fund,		bonds, financial bonds, securities		1070341072
	depositary receipts, call (put)		representing interest in a fund,		dated
	warrants, beneficial interest		depositary receipts, call (put)		November 26,
	securities, and asset-backed		warrants, beneficial interest		2018.
	securities.		securities, and asset-backed
	II. Real property (including land,		securities.
	houses and buildings, investment		II. Real property (including land,
	property,	~~land usage rights,~~	houses and buildings, investment
	inventory in construction business)		property, inventory in construction
	and equipment.		business) and equipment.
	III. Memberships.		III. Memberships.
	IV. Patents, copyrights, trademarks,		IV. Patents, copyrights,
	franchise rights, and other		trademarks, franchise rights, and
	intangible assets.		other intangible assets.
	V. Derivatives.		V. Right-of-use assets.
	VI. Assets acquired or disposed of		VI. Derivatives.
	in connection with mergers,		VII. Assets acquired or disposed of
	demergers, acquisitions, or transfer		in connection with mergers,
	of shares in accordance with law.		demergers, acquisitions, or transfer
	IX. Other major assets.		of shares in accordance with law.
			VIII. Other major assets.
Article 4	4. Investment amount		Article 4 Investment amount		Amended in
	The limits on the Company and its		The limits on the Company and its		accordance
	subsidiaries' acquisition of real		subsidiaries' acquisition of real		with the FSC's
	property or securities for		property,	right-of-use assets,or	Jin-Guan-Zhe
	non-business use shall be restricted		securities for non-business use		ng-Fa No.
	to 60% of its total nominal assets		shall be restricted to 60% of its		1070341072
	(original investment amount).		total nominal assets (original		dated
	Investments in individual securities		investment amount). Investments		November 26,
	shall notexceed 50% of the		in individualsecurities shall not		2018.
			30

Article	BeforeRevision	BeforeRevision	BeforeRevision	BeforeRevision	After Revision	After Revision	After Revision	After Revision	After Revision	Explanation
	aforementioned limit which equals				exceed 50% of the aforementioned
	30% of total nominal assets.				limit which equals 30% of total
					nominal assets.
	Terms used in the Procedures are				Article 5 Terms used in the					Amended in
	defined as follows:				Procedures are defined as follows:					accordance
	I. Derivatives: Forward contracts,				I. Derivatives: Forward contracts,					with the FSC's
	options contracts, futures contracts,				options contracts, futures contracts,					Jin-Guan-Zhe
	leverage contracts, swap contracts,				leverage contracts, or swap					ng-Fa No.
	whose value is derived from			~~assets,~~	contracts, whose value is derived					1070341072
	interest rates,	foreign exchange			from a	specifiedinterest rate,				dated
	rates, indexes	~~or other interests;~~or			financial instrument price,					November 26,
	hybrid contracts combining the				commodity price, foreign exchange					2018.
	above contracts; or hybrid contracts				rate, index		of prices or rates,		credit
	or structured products containing				rating or credit index or other
	embedded derivatives. The term				variable;or			hybrid contracts
	"forward contracts" does not				combining the above contracts;or
	include insurance contracts,				hybrid contracts or structured
	performance contracts, after-sales				products containing embedded
	service contracts, long-term leasing				derivatives.The term "forward
	contracts, or long-term purchase				contracts" does not include
	(sales) contracts.				insurance contracts, performance
	II. Assets acquired or disposed of in				contracts, after-sales service
	connection with mergers,				contracts, long-term leasing
	demergers, acquisitions, or transfer				contracts, or long-term purchase
	of shares in accordance with law:				(sales) contracts.
	They refer to assets acquired or				II. Assets acquired or disposed of
Article 5	disposed through mergers,				in connection with mergers,
	demergers, or acquisitions				demergers, acquisitions, or transfer
	conducted under the Business				of shares in accordance with law:
	Mergers and Acquisitions Act,				Refers to assets acquired or
	Financial Holding Company Act,				disposed through mergers,
	Financial Institution Merger Act				demergers, or acquisitions
	and other acts, or to transfer of				conducted under the Business
	shares from another company				Mergers and Acquisitions Act,
	through issuance of new shares of				Financial Holding Company Act,
	its own as the consideration therefor				Financial Institution Merger Act
	(hereinafter "transfer of shares")				and other acts, or to transfer of
	under Article 156,		~~Paragraph 8~~of		shares from another company
	the Company Act.				through issuance of new shares of
	(Omitted)				its own as the consideration
	VI. Mainland China area				therefor (hereinafter "transfer of
	investment: Refers to investments				shares") under Article 156-3of the
	in the mainland China area				Company Act.
	approved by the Ministry of				(Omitted)
	Economic Affairs Investment				VI. Mainland China area
	Commission or conducted in				investment: Refers to investments
	accordance with the provisions of				in the mainland China area
	the Regulations Governing				approved by the Ministry of
	Permission for Investment or				Economic Affairs Investment
	TechnicalCooperation in the				Commissionorconductedin

Article	BeforeRevision	BeforeRevision	After Revision	Explanation
	Mainland Area.		accordance with the provisions of
			the Regulations Governing
			Permission for Investment or
			Technical Cooperation in the
			Mainland Area.
			VII. Investment professional:
			Refers to financial holding
			companies, banks, insurance
			companies, bill finance companies,
			trust enterprises, securities firms
			operating proprietary trading or
			underwriting business, futures
			commission merchants operating
			proprietary trading business,
			securities investment trust
			enterprises, securities investment
			consulting enterprises, and fund
			management companies, that are
			lawfully incorporated and are
			regulated by the competent
			financial authorities of the
			jurisdiction where they are located.
			VIII. Securities exchange:
			"Domestic securities exchange"
			refers to the Taiwan Stock
			Exchange Corporation;"foreign
			securities exchange"refers to any
			organized securities exchange
			market that is regulated by the
			competent securities authorities of
			the jurisdiction where it is located.
			IX. Over-the-counter venue ("OTC
			venue","OTC"):"Domestic OTC
			venue"refers to a venue for OTC
			trading provided by a securities
			firm in accordance with the
			Regulations Governing Securities
			Trading on the Taipei Exchange;
			"foreign OTC venue"refers to a
			venue at a financial institution that
			is regulated by the foreign
			competent authority and that is
			permitted to conduct securities
			business.
	6.	~~Professional appraisers may not~~	Article 6 Professional appraisers	Amended in
	~~b ltd t f t t th~~		and their officers, certified public	accordance
	~~e a reae pary o any pary o e~~
	~~transaction~~		accounts, attorneys, and securities	with the FSC's
Article 6
	Professional appraisers and their		underwriters that provide the	Jin-Guan-Zhe

	officers, certified public accounts,		Company with appraisal reports,	ng-Fa No.
	attorneys,and securities		certified publicaccountant's	1070341072

BeforeRevision	BeforeRevision	After Revision	After Revision	Explanation
underwriters that provide the		opinions, attorney's opinions, or		dated
Company with appraisal reports,		underwriter's opinions	shall meet	November 26,
certified public accountant's		the following requirements:		2018.
opinions, attorney's opinions, or		I. May not have previously
underwriter's opinions	~~for the~~	received a final and unappealable
~~iiti dil~~	~~of assets~~	sentence to imprisonment for 1
~~acquson or sposa~~
~~shall not be a related party of any~~		year or longer for a violation of the
~~party to the transaction.~~		Act, the Company Act, the
		Banking Act of The Republic of
		China, the Insurance Act, the
		Financial Holding Company Act,
		or the Business Entity Accounting
		Act, or for fraud, breach of trust,
		embezzlement, forgery of
		documents, or occupational crime.
		However, this provision does not
		apply if 3 years have already
		passed since completion of service
		of the sentence, since expiration of
		the period of a suspended sentence,
		or since a pardon was received.
		II. May not be a related party or de
		facto related party of any party to
		the transaction.
		III. If the Company is required to
		obtain appraisal reports from two
		or more professional appraisers,
		the different professional
		appraisers or appraisal officers
		may not be related parties or de
		facto related parties of each other.
		When issuing an appraisal report or
		opinion, the personnel referred to
		in the preceding paragraph shall
		comply with the following:
		(I) Prior to taking a case, they shall
		prudently assess their own
		professional capabilities, practical
		experience, and independence.
		(II) When examining a case, they
		shall appropriately plan and
		execute adequate working
		procedures, in order to produce a
		conclusion and use the conclusion
		as the basis for issuing the report or
		opinion. The related working
		procedures, data collected, and
		conclusion shall be fully and
		accurately specified in the case
		working papers.

Article	BeforeRevision	After Revision	After Revision	Explanation

		(III) They shall undertake an
		item-by-item evaluation of the
		comprehensiveness, accuracy, and
		reasonableness of the sources of
		data used, the parameters, and the
		information, as the basis for
		issuance of the appraisal report or
		the opinion.
		(IV) They shall issue a statement
		attesting to the professional
		competence and independence of
		the personnel who prepared the
		report or opinion, and that they
		have evaluated and found that the
		information used is reasonable and
		accurate, and that they have
		complied with applicable laws and
		regulations.
	7. Operating procedures	Article 7 Operating procedures		Revised
	The Company's assessments and	The Company's assessments and		wording and
	decision making regarding the	decision making regarding the		detailed
	transaction conditions and prices for	transaction conditions and prices		description.
	the acquisition or disposal of assets	for the acquisition or disposal of
	shall be conducted in accordance	assets shall be conducted in
	with the following regulations:	accordance with the following
	I. The Company's acquisition and	regulations:
	disposal of assets specified in	I. The Company's acquisition and
	Article 3 that are long-term and	disposal of assets	specified in
	short-term securities investments	Article 3 of the Proceduresfor the
	and derivatives shall be assessed	Acquisition or Disposal of Assets
	and executed by the Finance	that are long-term and short-term
	Department; other assets other than	securities investments and
Article 7	those stated above shall be assessed	derivatives shall be assessed and
	and executed by relevant	executed by the Finance
	departments.	Department; other assets other than
	II. For securities traded on	those stated above shall be
	Securities exchange or	assessed and executed by relevant
	Over-the-counter venue, the	departments.
	transactions specified in the	II. For securities traded on
	preceding paragraph shall be	Securities exchange or OTC, the
	processed in accordance with the	transactions specified in the
	prevailing market prices and the	preceding subsection shall be
	price shall be determined through	processed in accordance with the
	tenders, price comparison, or price	prevailing market prices and the
	negotiation.	price shall be determined through
		tenders, price comparison, or price
		negotiation.
	8. Duties of the Board of Directors,	Article 8 Duties of the Board of		Revised based
Article 8
	AuditCommittee,Independent	Directors,AuditCommittee,		on the

Article	BeforeRevision	BeforeRevision	BeforeRevision	BeforeRevision	After Revision	After Revision	After Revision	After Revision	Explanation
	Directors, and Supervisors				Independent Directors, and				Company's
	8.1 With respect to any assets				Supervisors				current
	acquisition or disposal that is				I. With respect to any assets				conditions.
	subject to the approval of the Board				acquisition or disposal that is
	of Directors in accordance with the				subject to the approval of the
	Procedures or other laws or				Board of Directors in accordance
	regulation, if any Director expresses				with the Procedures or other laws
	dissent and it is contained in the				or regulation, if any Director
	minutes or a written statement, the				expresses dissent and it is
	Company shall submit the				contained in the minutes or a
	Director's dissenting opinion to				written statement, the Company
	each Supervisor. I			~~f the Company~~	shall submit information regarding
	~~has established the position of~~				the Director's		objection to each
	~~Independent Directors and~~				Supervisor. If		thereare any
	~~expressing a~~ny objections or				objections or reservations
	reservations		~~about any matter,~~it		expressed by an Independent
	shall be clearly recorded in the				Director,it shall be clearly
	minutes of the board meeting.				recorded in the minutes of the
	(Omitted)				board meeting.
					(Omitted)
	9. Appraisal report				Article 9 Appraisal report				Amended in
	In acquiring or disposing of real				In acquiring or disposing of real				accordance
	property~~or~~equipment where the				property, equipment, or				with the FSC's
	transaction amount reaches 20% of				right-of-use assetsthereof where				Jin-Guan-Zhe
	the company's paid-in capital or				the transaction amount reaches				ng-Fa No.
	NT$300 million or more, the				20% of the company's paid-in				1070341072
	Company, unless transacting with a				capital or NT$300 million or more,				dated
	domestic government agency,				the Company, unless transacting				November 26,
	engaging others to build on its own				with a	domesticgovernment			2018.
	land, engaging others to build on				agency, engaging others to build

	rented land, or acquiring or				on its own land, engaging others to

	disposing of equipment held for				build on rented land, or acquiring

	business use, the Company shall				or disposing of equipment or

	obtain an appraisal report prior to				right-of-use assetsthereof held for

	the date of occurrence of the event				business use, the Company shall

	from a professional appraiser and				obtain an appraisal report prior to
Article 9
	shall further comply with the				the date of occurrence of the event

	following provisions:				from a professional appraiser and

	I. Where it must adopt limited price,				shall further comply with the

	designated price, or special price				following provisions:

	due to extraordinary circumstances				I. Where it must adopt limited

	as a reference basis for the				price, designated price, or special
	transaction price, the transaction				price due to extraordinary
	shall be submitted for approval in				circumstances as a reference basis
	advance by the Board of Directors;				for the transaction price, the
	the same	procedure shall also be			transaction shall be submitted for
	followed	~~for any future~~change to			approval in advance by the Board
	the terms and conditions of the				of Directors; the same procedure
	transaction.				shall also be followed			whenever
	II. Wherethetransaction amount is				there is any subsequent changeto

Article	BeforeRevision	BeforeRevision	BeforeRevision	After Revision	After Revision	After Revision	After Revision	After Revision	Explanation
	NT$1 billion or more, appraisals			the terms and conditions of the
	from two or more professional			transaction.
	appraisers are required.			II. Where the transaction amount is
	(Omitted)			NT$1 billion or more, appraisals
				from two or more professional
				appraisers are required.
				(Omitted)
	11-1 The calculation of the			Article 11-1 The calculation of the					Adjusted
	transaction amounts for the			transaction amounts for the					numbering of
	acquisition or disposal of assets			acquisition or disposal of assets					the Articles.
	shall be done in accordance with			shall be done in accordance with
	Articl~~e~~	~~28.2~~herein, and "within the		Article 28, Subsection 2herein,
	preceding year" as used herein			and "within the preceding year" as
Article	refers to the year preceding the date			used herein refers to the year
11-1	of occurrence of the current			preceding the date of occurrence of
	transaction. Items for which an			the current transaction. Items for
	appraisal report from a professional			which an appraisal report from a
	appraiser or a CPA's opinion has			professional appraiser or a CPA's
	been obtained need not be counted			opinion has been obtained need not
	toward the transaction amount.			be counted toward the transaction
				amount.
	13. When the Company engages in			Article 13 When the Company					Adjusted
	any acquisition or disposal of assets			engages in any acquisition or					numbering of
	from or to a related party, in			disposal of assets from or to a					the Articles.
	addition to ensuring that provisions			related party, in addition to
	in Chapter 2 and		~~this Chapter~~of the	ensuring that provisions in Chapter
	Procedures and necessary			2	and Chapter 3of the Procedures
	resolutions are adopted and the			and necessary resolutions are
	reasonableness of the transaction			adopted and the reasonableness of
	terms is appraised, if the transaction			the transaction terms is appraised,
	amount reaches 10% or more of the			if the transaction amount reaches
Article 13	Company's total assets, the			10% or more of the Company's
	Company shall also obtain an			total assets, the Company shall also
	appraisal report from a professional			obtain an appraisal report from a
	appraiser or a CPA's opinion in			professional appraiser or a CPA's
	accordance with provisions in t~~he~~			opinion in accordance with
	~~preceding Chapter.~~The calculation			provisions in			Chapter 2.The
	of the transaction amount referred			calculation of the transaction
	to in the preceding paragraph shall			amount referred to in the preceding
	be made in accordance with Article			paragraph shall be made in
	11-1 herein.			accordance with				Article 11-1
				herein.
	14.1 When the Company intends to			I. When the Company intends to					Amended in
	acquire or dispose of real property			acquire or dispose of real property					accordance
	from or to a related party, or when			or		right-of-use assetsthereof from			with the FSC's
Article 14,
	it intends to acquire or dispose of			or		to a related party, or when it			Jin-Guan-Zhe
Subsection
	assets other than real property from			intends to acquire or dispose of					ng-Fa No.
1
	or to a related party and the			assets other than real property or					1070341072

	transaction amount reaches 20% or			right-of-use assetsthereof from or					dated
	more ofpaid-incapital,10% or			toa related partyandthe					November 26,

Article

==> picture [59 x 691] intentionally omitted <==

Before Revision

After Revision Explanation transaction amount reaches 20% or 2018. more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the supervisors:

more of the Company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the supervisors:

I. The purpose, necessity and matters have been approved by the anticipated benefit of the board of directors and recognized acquisition or disposal of assets. by the supervisors: II. The reason for choosing the (I) The purpose, necessity and related party as a transaction anticipated benefit of the counterparty. acquisition or disposal of assets. III. With respect to the acquisition (II) The reason for choosing the of real property from a related related party as a transaction party, information regarding counterparty. appraisal of the reasonableness of (III) With respect to the acquisition the preliminary transaction terms in of real property or right-of-use accordance with ~~Article 13 to~~ assets thereof from a related party, ~~Article 15.~~ information regarding appraisal of IV. The date and price at which the the reasonableness of the related party originally acquired the preliminary transaction terms in asset, the original transaction accordance with Article 15 and counterparty, and that transaction Article 16. counterparty's relationship to the (IV) The date and price at which Company and the related party. the related party originally V. Monthly cash flow forecasts for acquired the asset, the original the year commencing from the transaction counterparty, and that anticipated month of signing of the transaction counterparty's contract, and evaluation of the relationship to the company and necessity of the transaction, and the related party. reasonableness of the funds (V) Monthly cash flow forecasts utilization.

(V) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

VI. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with ~~the preceding article.~~ VII. Restrictive covenants and other important stipulations associated with the transaction.

(VI) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with Article 13.

(VII) Restrictive covenants and

Article	BeforeRevision	BeforeRevision	BeforeRevision	BeforeRevision	BeforeRevision	After Revision	After Revision	After Revision	After Revision	After Revision	After Revision	Explanation
						other important stipulations
						associated with thetransaction.
	14.2 The calculation of the					II. The calculation of the						Adjusted
	transaction amounts referred to in					transaction amounts referred to in						numbering of
	the precedin~~g~~		~~subparagraph~~shall be			the preceding		subsection			shall be	the Articles.
	made in accordance with				~~28.2~~	made in accordance with					Article
	herein, and "within the preceding					28, Subsection 2 herein, and
Article 14,	year" as used herein refers to the					"within the preceding year" as used
Subsection	year preceding the date of					herein refers to the year preceding
2	occurrence of the current					the date of occurrence of the
	transaction. Items that have been					current transaction. Items that have
	approved by the Board of Directors					been approved by the Board of
	and recognized by the Supervisors					Directors and recognized by the
	need not be counted toward the					Supervisors need not be counted
	transaction amount.					toward the transaction amount.
	14.3 With respect to the			~~iiti~~		III. With respect to the				types of		Amended in
				~~acquson~~
	~~or disposal of equipment held for~~					transactions listed below conducted						accordance
	~~business use~~between the Company					between the Company and						with the FSC's
	and~~its~~subsidiaries, the Company's					subsidiaries	or between its					Jin-Guan-Zhe
	Board of Directors may, pursuant to					subsidiaries	in which the Company					ng-Fa No.
	12., delegate individuals to decide					directly or indirectly holds 100%						1070341072
	such matters when the transaction					of the issued shares or authorized						dated
	amount is under NT$300 million					capital,the Company's Board of						November 26,
	and have the decisions subsequently					Directors may,			pursuant to Article			2018.
	submitted to and ratified by the next					12,delegate individuals to decide
Article 14,
	Board of Directors meeting.					such matters when the transaction
Subsection
						amount is under NT$300 million
3
						and have the decisions

						subsequently submitted to and
						ratified by the next Board of
						Directors meeting:
						(I) Acquisition or disposal of
						equipment or right-of-use assets
						thereof held for business use.
						(II) Acquisition or disposal of real
						property right-of-use assets held
						for business use.
	14.4	~~Where the Company has~~				IV. When proposed for discussion						Adjusted
	~~established the position of~~					by the Board of Directors, any						numbering of
	~~Independent Directors,~~when					objections or reservations						the Articles.
	proposed for discussion by the					expressed by Independent
Article 14,
	Board of Directors in accordance					Directors shall be detailed in the
Subsection
	with Paragraph 1 of this Article,					meeting minutes of the Board of
4
	any objections or reservations					Directors.

	expressed by Independent Directors
	shall be detailed in the meeting
	minutes of the Board of Directors.
Article 14,	14.5 Where the Company has					V. Where the Company has						Adjusted
Subsection	established an Audit Committee,					established an Audit Committee in						numbering of
5	items subject toapprovalbythe					accordance with laws,items						theArticles.

Article	BeforeRevision	BeforeRevision	After Revision	After Revision	After Revision	Explanation
	Supervisors in	~~Paragraph~~1 of this	subject to approval by the
	Article shall require the approval of		Supervisors in		Subsection1 of this
	a majority of one-half of the Audit		Article shall require the approval
	Committee first and they shall be		of a majority of one-half of the
	submitted to the Board of Directors		Audit Committee first and they
	for resolution. If the approval of		shall be submitted to the Board of
	one-half of the Audit Committee		Directors for resolution. If the
	members is not obtained, the		approval of one-half of the Audit
	Procedures may be implemented if		Committee members is not
	approved by two-thirds or more of		obtained, the Procedures may be
	all Board of Directors members,		implemented if approved by
	and the resolution of the Audit		two-thirds or more of all Board of
	Committee shall be recorded in the		Directors members, and the
	meeting minutes of the Board of		resolution of the Audit Committee
	Directors.		shall be recorded in the meeting
			minutes of theBoard of Directors.
	15. Evaluation of transactions for		Evaluation of transactions for			Amended in
	acquiring real property from related		acquiring real propertyor			accordance
	parties		right-of-use assetsfrom related			with the FSC's
			parties			Jin-Guan-Zhe
Article 15						ng-Fa No.
						1070341072
						dated
						November 26,
						2018.
	15.1 When the Company acquires		I. When	the Company acquires real		Amended in
	real property from a related party, it		property	or right-of-use assets		accordance
	shall evaluate the reasonableness of		thereof from a related party, it shall			with the FSC's
	the transaction costs by the		evaluate the reasonableness of the			Jin-Guan-Zhe
	following means:		transaction costs by the following			ng-Fa No.
	I. Based upon the related party's		means:			1070341072
	transaction price plus necessary		(I) Based upon the related party's			dated
	interest on funding and the costs to		transaction price plus necessary			November 26,
	be duly borne by the buyer.		interest on funding and the costs to			2018.
	"Necessary interest on funding" is		be duly borne by the buyer.
	imputed as the weighted average		"Necessary interest on funding" is
Article 15,	interest rate on borrowing in the		imputed as the weighted average
Subsection	year the Company purchases the		interest rate on borrowing in the
1	property; provided, it may not be		year the Company purchases the
	higher than the maximum		property; provided, it may not be
	non-financial industry lending rate		higher than the maximum
	announced by the Ministry of		non-financial industry lending rate
	Finance.		announced by the Ministry of
	II. If the related party has		Finance.
	previously set up a mortgage on the		(II) If the related party has
	property as security for a loan;		previously set up a mortgage on
	provided, the actual cumulative		the property as security for a loan;
	amount loaned by the financial		provided, the actual cumulative
	institution shall have been 70% or		amount loaned by the financial
	more of thefinancial institution's		institutionshall have been70% or

Article	BeforeRevision	BeforeRevision	After Revision	After Revision	After Revision	After Revision	After Revision	Explanation
	appraised loan value of the property		more of the financial institution's
	and the period of the loan shall have		appraised loan value of the
	been 1 year or more. However, this		property and the period of the loan
	shall not apply where the financial		shall have been 1 year or more.
	institution is a related party of one		However, this shall not apply
	of the transaction counterparties.		where the financial institution is a
			related party of one of the
			transactioncounterparties.
	15.2 Where land and buildings		II. Where land and buildings					Amended in
	thereupon are combined as a single		thereupon are combined as a single					accordance
	property purchased in one		property purchased				or leasedin one	with the FSC's
Article 15,	transaction, the transaction costs for		transaction, the transaction costs					Jin-Guan-Zhe
Subsection	the land and the buildings may be		for the land and the buildings may					ng-Fa No.
2	separately appraised in accordance		be separately appraised in					1070341072
	with either of the means listed in		accordance with either of the					dated
	~~Article 15.1.~~		means listed in		the preceding			November 26,
			subsection.					2018.
	15.3 Where the Company acquires		III. Where the Company acquires					Amended in
	real property from a related party,		real property	or right-of-use assets				accordance
	the Company shall appraise the cost		thereof from	a related party, the				with the FSC's
Article 15,	of the real property in accordance		Company shall appraise the cost of					Jin-Guan-Zhe
Subsection	wit~~h~~	~~Article 15.1 and Article 15.2~~	the real property			or right-of-use		ng-Fa No.
3	and	engage a CPA to review the	assetsthereof in			accordance with		1070341072
	appraisal and render an opinion.		the two preceding subsectionsand					dated
			engage a CPA to review the					November 26,
			appraisal andrender anopinion.					2018.
	Where the Company acquires real		Article 16 Where the Company					Amended in
	property from a related party and		acquires real propertyor					accordance
	one of the following circumstances		right-of-use assetsthereof from a					with the FSC's
	exists, the acquisition shall be		related party and one of the					Jin-Guan-Zhe
	conducted in accordance with		following circumstances exists, the					ng-Fa No.
	Article 14, and Article 15 shall not		acquisition shall			be conducted in		1070341072
	apply:		accordance with			Article 14,and		dated
	I. The related party acquired the		Article 15shall not apply:					November 26,
	real property thereof through		I. The related party acquired the					2018.
	inheritance or as a gift.		real property or right-of-use assets
	II. More than five years will have		thereof through inheritance or as a
	elapsed from the time the related		gift.
Article 16
	party signed the contract to obtain		II. More than five years will have

	the real property to the signing date		elapsed from the time the related
	for the current transaction.		party signed the contract to obtain
	III. The real property is acquired		the real property or right-of-use
	through signing of a joint		assets thereof to the signing date
	development contract with the		for the current transaction.
	related party, or through engaging a		III. The real property is acquired
	related party to build real property,		through signing of a joint
	either on the company's own land or		development contract with the
	on rented land.		related party, or through engaging
			a related party to build real
			property, eitheron the company's

Article	BeforeRevision	BeforeRevision	BeforeRevision	After Revision	After Revision	Explanation
				own land or on rented land.
				IV. The real property right-of-use
				assets for business use are acquired
				by the Company or subsidiaries, or
				by its subsidiaries in which it
				directly or indirectly holds 100%
				of the issued shares or authorized
				capital.
	17.1 Where the results of appraisals			I. Where the results of appraisals		Amended in
	conducted by the Company in			conducted by the Company in		accordance
	accordance with		~~Article 15.1 and~~	accordance with	Article 15,	with the FSC's
	~~Article 15.2~~are uniformly lower			Subsection 1 and Subsection 2are		Jin-Guan-Zhe
	than the transaction price, the			uniformly lower than the		ng-Fa No.
	transaction shall be carried out in			transaction price, the transaction		1070341072
	accordance with Article 18.			shall be carried out in accordance		dated
	However, where the following			with Article 18. However, where		November 26,
	circumstances exist with objective			the following circumstances exist		2018.
	evidence has been submitted and			with objective evidence has been
	specific opinions on reasonableness			submitted and specific opinions on
	have been obtained from a			reasonableness have been obtained
	professional real property appraiser			from a professional real property
	and a CPA, this restriction shall not			appraiser and a CPA, this
	apply:			restriction shall not apply:
	I. Where the related party acquired			(I) Where the related party
	undeveloped land or leased land for			acquired undeveloped land or
	development, it may submit proof			leased land for development, it
	of compliance with one of the			may submit proof of compliance
	following conditions:			with one of the following
Article 17,
	i Where undeveloped land is			conditions:
Subsection
	appraised in accordance with the			i. Where undeveloped land is
1
	means in	~~the preceding two articles,~~		appraised in accordance with the

	and building is calculated according			means in Article 15 and Article 16,
	to the related party's construction			and building is calculated
	cost plus reasonable construction			according to the related party's
	profit combined amount in excess			construction cost plus reasonable
	of the actual transaction price. The			construction profit combined
	"reasonable construction profit"			amount in excess of the actual
	shall be deemed the average gross			transaction price. The "reasonable
	operating profit margin of the			construction profit" shall be
	related party's construction division			deemed the average gross
	over the most recent three years or			operating profit margin of the
	the gross profit margin for the			related party's construction division
	construction industry for the most			over the most recent 3 years or the
	recent period as announced by the			gross profit margin for the
	Ministry of Finance, whichever is			construction industry for the most
	lower.			recent period as announced by the
	ii Completed transactions by			Ministry of Finance, whichever is
	unrelated parties within the			lower.
	preceding year involving other			ii. Completed transactions by
	floors of the same property or			unrelated parties within the

Article	BeforeRevision	BeforeRevision	After Revision	After Revision	After Revision	Explanation
	neighboring or closely valued		preceding year involving other
	parcels of land, where the land area		floors of the same property or
	and transaction terms are similar		neighboring or closely valued
	after calculation of reasonable price		parcels of land, where the land area
	discrepancies in floor or area land		and transaction terms are similar
	prices in accordance with standard		after calculation of reasonable
	property market practices.		price discrepancies in floor or area
	iii Leasing transactions by unrelated		land prices in accordance with
	parties for other floors of the same		standard property market sale or
	property from within the preceding		leasingpractices.
	year, where the transaction terms		(II) Where the Company acquiring
	are similar after calculation of		real property,or obtaining real
	reasonable price discrepancies		property right-of-use assets
	among floors in accordance with		through leasing,from a related
	standard property leasing market		party provides evidence that the
	practices.		terms of the transaction are similar
			to the terms of completed
			transactions involving neighboring
	II. Where the Company acquiring		or closely valued parcels of land of
	real property from a related party		a similar size by unrelated parties
	provides evidence that the terms of		within the preceding year.
	the transaction are similar to the
	terms of completed transactions
	involving neighboring or closely
	valued parcels of land of a similar
	size by unrelated parties within the
	preceding year.
	17.2	~~Completed~~transactions	II. Transactions involving			Amended in
	involving neighboring or closely		neighboring or closely valued			accordance
	valued parcels of land in principle		parcels of land in principle refers			with the FSC's
	refers to parcels on the same or an		to parcels on the same or an			Jin-Guan-Zhe
	adjacent block and within a distance		adjacent block and within a			ng-Fa No.
	of no more than 500 meters or		distance of no more than 500			1070341072
	parcels close in publicly announced		meters or parcels close in publicly			dated
	current value; transactions		announced current value;			November 26,
Article 17,	involving similarly sized parcels in		transactions involving similarly			2018.
Subsection	principle refers to transactions		sized parcels in principle refers to
2	~~completed by~~unrelated parties for		transactions	betweenunrelated
	parcels with a land area of no less		parties for parcels with a land area
	than 50% of the property in the		of no less than 50% of the property
	planned transaction; within the		in the planned transaction; within
	preceding year refers to the year		the preceding year refers to the
	preceding the date of occurrence of		year preceding the date of
	the acquisition of the real property.		occurrence of the acquisition of the
			real property		or obtainment of the
			right-of-use assets thereof.
	18.1 Where the Company acquires		I. Where the Company acquires			Amended in
Article 18,
	real property from a related party		real property or right-of-use assets			accordance
Subsection
	and the results of appraisals		thereof from a related party and the			with the FSC's
1
	conductedin accordance with		results of appraisals conductedin			Jin-Guan-Zhe

Article Before Revision After Revision Explanation ~~Article 15 to Article 17~~ are accordance with Article 15, Article ng-Fa No. uniformly lower than the 16, and Article 17 are uniformly 1070341072 transaction price, the following lower than the transaction price, dated steps shall be taken: the following steps shall be taken: November 26, I. A special reserve shall be set (I) The Company shall set aside a 2018. aside in accordance with Article 41, special reserve in accordance with Paragraph 1 of the Securities and Article 41, Paragraph 1 of the Exchange Act against the difference Securities and Exchange Act between the real property against the difference between the transaction price and the appraised real property or right-of use asset cost, and may not be distributed or transaction price and the appraised used for capital increase or issuance cost, and may not be distributed or of stock dividends. Where the used for capital increase or Company uses the equity method to issuance of stock dividends. Where account for its investment in the Company uses the equity another company, then the special method to account for its reserve called for under Article 41, investment in another company, Paragraph 1 of the Securities and then the special reserve called for Exchange Act shall be set aside pro under Article 41, Paragraph 1 of rata in a proportion consistent with the Securities and Exchange Act the share of the Company's equity shall be set aside pro rata in a stake in the other company if it proportion consistent with the meets transaction conditions share of the Company's equity specified in this ~~subsection~~ . stake in the other company if it II. The Supervisors shall comply meets transaction conditions with Article 218 of the Company specified in this item. Act and supervise the Company's (II) The Supervisors shall comply execution of the actions specified in with Article 218 of the Company the preceding subsection. Act and supervise the Company's III. Actions taken pursuant to the execution of the actions specified ~~Subsection 1 and Subsection 2~~ shall in the preceding item of this be reported to the shareholders' subsection. Where an Audit meeting and the details of the Committee has been established in transaction shall be disclosed in the accordance with the provisions of annual report and any investment the Act, the preceding part of this prospectus. item shall apply mutatis mutandis to the Independent Director members of the Audit Committee. (III) Actions taken pursuant to the preceding two items shall be reported to a shareholders' meeting and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

18.2 If the Company has set aside a Article 18, special reserve under the preceding Subsection ~~paragraphs~~ , it shall not draw on the 2 reserve unless it has recognized the loss on decline in market value of

II. If the Company has set aside a Amended in special reserve under the preceding accordance subsection, it shall not draw on the with the FSC's reserve unless it has recognized the Jin-Guan-Zhe loss on decline in market value of ng-Fa No.

Article	BeforeRevision	BeforeRevision	After Revision	After Revision	After Revision	After Revision	After Revision	Explanation
	the assets it purchased at a		the assets it			purchased or leased at		1070341072
	premium; has disposed of the assets		a premium;			terminated the lease		dated
	or made adequate compensation; or		contract;has disposed of the assets					November 26,
	has restored the status quo ante; or		or made adequate compensation; or					2018.
	there is other evidence confirming		has restored the status quo ante; or
	that there was nothing unreasonable		there is other evidence confirming
	about the transaction. Agreement		that there was nothing
	from the competent authority of		unreasonable about the transaction.
	securities is also required.		Agreement from the competent
			authority of securities is also
			required.
	18.3 The rules specified in the two		III. The rules specified in the two					Amended in
	preceding	~~paragraphs~~shall also be	preceding		subsectionsshall also be			accordance
	followed if there is other evidence		followed if there is other evidence					with the FSC's
Article 18,	showing nonconformity with the		showing nonconformity with					Jin-Guan-Zhe
Subsection	normal course of operation when		general business practices when					ng-Fa No.
3	the Company acquires real property		the Company acquires real					1070341072
	from a related party.		property	or right-of-use assets				dated
			thereoffrom a related party.					November 26,
								2018.
	21. When the Company participates		Article 21 When the Company					Adjusted
	in a merger, demerger, or		participates in a merger, demerger,					numbering of
	acquisition, it shall prepare a public		or acquisition, it shall prepare a					the Articles.
	report to shareholders detailing		public report to shareholders
	important contractual content and		detailing important contractual
	matters relevant to the merger,		content and matters relevant to the
	demerger, or acquisition prior to the		merger, demerger, or acquisition
	shareholders' meeting and include it		prior to the shareholders' meeting
	along with the expert opinion		and include it along with the expert
	referred to in Article 20 when		opinion referred to in				Article 20
	sending shareholders notification of		when sending shareholders
	the shareholders' meeting for		notification of the shareholders'
	reference in deciding whether to		meeting for reference in deciding
	approve the merger, demerger, or		whether to approve the merger,
	acquisition. Provided, where a		demerger, or acquisition. Provided,
Article 21
	provision of another act exempts a		where a provision of another act

	company from convening a		exempts a company from
	shareholders' meeting to approve		convening a shareholders' meeting
	the merger, demerger, or		to approve the merger, demerger,
	acquisition, this restriction shall not		or acquisition, this restriction shall
	apply. Where the shareholders'		not apply. Where the shareholders'
	meeting of any one of the		meeting of any one of the
	companies participating in a		companies participating in a
	merger, demerger, or acquisition		merger, demerger, or acquisition
	fails to convene or pass a resolution		fails to convene or pass a
	due to lack of a quorum,		resolution due to lack of a quorum,
	insufficient votes, or other legal		insufficient votes, or other legal
	restriction, or the proposal is		restriction, or the proposal is
	rejected by the shareholders'		rejected by the shareholders'
	meeting,the Company shall		meeting,the Company shall

Article	BeforeRevision	BeforeRevision	BeforeRevision	After Revision	Explanation
	immediately publicly explain the			immediately publicly explain the
	reason, the follow-up measures, and			reason, the follow-up measures,
	the preliminary date of the next			and the preliminary date of the
	shareholders' meeting.			nextshareholders' meeting.
	22. When participating in a merger,			Article 22 When participating in a	Adjusted
	demerger, or acquisition, the			merger, demerger, or acquisition,	numbering of
	Company shall convene a Board of			the Company shall convene a	the Articles.
	Directors meeting and shareholders'			Board of Directors meeting and
	meeting on the day of the			shareholders' meeting on the day of
	transaction along with other			the transaction along with other
	participating companies to resolve			participating companies to resolve
	matters relevant to the merger,			matters relevant to the merger,
	demerger, or acquisition, unless			demerger, or acquisition, unless
	another act provides otherwise or			another act provides otherwise or
	the competent authority of			the competent authority of
	securities is notified in advance of			securities is notified in advance of
	extraordinary circumstances and			extraordinary circumstances and
	grants consent. When participating			grants consent. When participating
	in a transfer of shares, the Company			in a transfer of shares, the
	shall call a Board of Directors			Company shall call a Board of
	meeting on the day of the			Directors meeting on the day of the
	transaction along with other			transaction along with other
Article 22
	participating companies, unless			participating companies, unless

	another act provides otherwise or			another act provides otherwise or
	the competent authority of			the competent authority of
	securities is notified in advance of			securities is notified in advance of
	extraordinary circumstances and			extraordinary circumstances and
	grants consent.			grants consent.
	(Omitted)			(Omitted)
	Where any of the transaction			Where any of the transaction
	counterparties participating in a			counterparties participating in a
	merger, demerger, acquisition, or			merger, demerger, acquisition, or
	transfer of another company's			transfer of another company's
	shares is neither listed on an			shares is neither listed on an
	exchange nor has its shares traded			exchange nor has its shares traded
	on an OTC market, the Company			on an OTC market, the Company
	shall sign an agreement with such			shall sign an agreement with such
	company whereby the latter is			company whereby the latter is
	required to abide by the provisions			required to abide by the provisions
	of	~~the preceding paragraph.~~		of this Article.
	27. Where any of the companies			Article 27 Where any of the	Adjusted
	participating in a merger, demerger,			companies participating in a	numbering of
	acquisition, or transfer of shares is			merger, demerger, acquisition, or	the Articles.
	not a public company, the Company			transfer of shares is not a public
	shall sign an agreement with the			company, the Company shall sign
Article 27
	non-public company whereby the			an agreement with the non-public

	latter is required to abide by the			company whereby the latter is
	provisions of Article 22, Article 23,			required to abide by the provisions
	and Article 2~~6~~		~~of the Procedures~~.	of Article 22, Article 23, and
				Article 26.

Article	BeforeRevision	BeforeRevision	After Revision	After Revision	After Revision	Explanation
	28.1 When acquiring or disposing		I. When acquiring or disposing of			Amended in
	of assets, the Company shall		assets, the Company shall publicly			accordance
	publicly announce and report the		announce and report the relevant			with the FSC's
	relevant information on the website		information on the website			Jin-Guan-Zhe
	designated by the competent		designated by the competent			ng-Fa No.
	authority of securities in the		authority of securities in the			1070341072
	appropriate format as prescribed by		appropriate format as prescribed by			dated
	regulations of the FSC within 2		regulations of the FSC within two			November 26,
	days counting inclusively from the		days counting inclusively from the			2018.
	date of occurrence of the event		date of occurrence of the event
	under any of the following		under any of the following
	circumstances:		circumstances:
	I. Acquisition or disposal of real		(I) Acquisition or disposal of real
	property from or to a related party,		property	or right-of-use assets
	or acquisition or disposal of assets		thereoffrom or to a related party,
	other than real property from or to a		or acquisition or disposal of assets
	related party where the transaction		other than real property or
	amount reaches 20% or more of		right-of-use assets thereof from or
	paid-in capital, 10% or more of the		to a related party where the
	company's total assets, or NT$300		transaction amount reaches 20% or
	million or more; provided, this shall		more of paid-in capital, 10% or
	not apply to trading of government		more of the Company's total assets,
	bonds or bonds under repurchase		or NT$300 million or more;
	and resale agreements, or		provided,		this shall not apply to
Article 28,
	subscription or redemption of		trading of		domesticgovernment
Subsection
	money market funds issued by		bonds or bonds under repurchase
1
	domestic securities investment trust		and resale agreements, or

	enterprises.		subscription or redemption of
	II. Merger, demerger, acquisition,		money market funds issued by
	or transfer of shares.		domestic securities investment
	III. Losses from derivatives trading		trust enterprises.
	reaching the limits on aggregate		(II) Merger, demerger, acquisition,
	losses or losses on individual		or transfer of shares.
	contracts.		(III) Losses from derivatives
	IV. Where	~~machinery and~~	trading reaching the limits on
	equipment	for business use are	aggregate losses or losses on
	acquired or disposed with a		individual contracts.
	transaction counterparty that is not		(IV) Where equipmentor
	a related party and the transaction		right-of-use assets thereoffor
	amount reaches NT$500 million or		business use are acquired or
	more.		disposed with a transaction
	V. Where land is acquired under an		counterparty that is not a related
	arrangement on engaging others to		party and the transaction amount
	build on the company's own land,		reaches NT$500 million or more.
	engaging others to build on rented		(V) Where land is acquired under
	land, joint construction and		an arrangement on engaging others
	allocation of housing units, joint		to build on the company's own
	construction and allocation of		land, engaging others to build on
	ownership percentages, or joint		rented land, joint construction and
	construction and separate sale,and		allocationof housing units, joint

Article	BeforeRevision	After Revision	After Revision	After Revision	After Revision	Explanation
	the amount the company expects to	construction and allocation of
	invest in the transaction reaches	ownership percentages, or joint
	NT$500 million or more.	construction and separate sale,			and
	VI. Where an asset transaction other	furthermore the transaction
	than any of those referred to in~~the~~	counterparty is not a related party,
	~~preceding five~~subsections, a	and the amount the company
	disposal of receivables by a	expects to invest in the transaction
	financial institution, or an	reaches NT$500 million or more.
	investment in the mainland China	(VI) Where an asset transaction
	area reaches 20% or more of paid-in	other than any of those referred to
	capital or NT$300 million or more;	inthissubsection, a disposal of
	provided, this shall not apply to the	receivables by a financial
	following circumstances:	institution, or an investment in the
	i. Trading of government bonds.	mainland China area reaches 20%
	ii. Trading of bonds under	or more of paid-in capital or
	repurchase and resale agreements,	NT$300 million; provided, this
	or subscription or redemption of	shall not apply to the following
	money market funds issued by	circumstances:
	domestic securities investment trust	1. Trading of		domesticgovernment
	enterprises.	bonds.
		2. Trading of		bonds under
		repurchase and resale agreements,
		or subscription or redemption of
		money market funds issued by
		domestic securities investment
		trustenterprises.
	28.2 The amount of transactions	II. The amount of transactionsin				Amended in
	~~above~~shall be calculated as	previous subsectionshall be				accordance
	follows:	calculated as follows:				with the FSC's
	I. The amount of any individual	(I) The amount of any individual				Jin-Guan-Zhe
	transaction.	transaction.				ng-Fa No.
	II. The cumulative transaction	(II) The cumulative transaction				1070341072
	amount of acquisitions and	amount of acquisitions and				dated
	disposals of the same type of	disposals of the same type of				November 26,
	underlying asset with the same	underlying asset with the same				2018.
	trading counterparty within the	transaction counterparty within the
	preceding year. III. The cumulative	preceding year.
Article 28,
	transaction amount of acquisitions	(III) The cumulative transaction
Subsection
	and disposals (cumulative	amount of acquisitions and
2
	acquisitions and disposals,	disposals (cumulative acquisitions

	respectively) of real property within	and disposals, respectively) of real
	the same development project	property	or right-of-use assets
	within the preceding year.	thereofwithin the same
		development project within the
	IV. The cumulative transaction	preceding year.
	amount of acquisitions and	(IV) The cumulative transaction
	disposals (cumulative acquisitions	amount of acquisitions and
	and disposals, respectively) of the	disposals (cumulative acquisitions
	same security within the preceding	and disposals, respectively) of the
	year.	same security within the preceding

Article	BeforeRevision	BeforeRevision	BeforeRevision	After Revision	After Revision	After Revision	Explanation
	V. The "within one year" mentioned			year.
	in	~~Article 28.2~~shall refer to the one		(V) The "within one year"
	year preceding the date of			mentioned in	this subsectionshall
	occurrence of the current			refer to the one year dating back
	transaction. Items duly announced			from the date of occurrence of the
	in accordance with the Procedures			fact. Amounts that have already
	need not be counted toward the			been announced in accordance
	transaction amount.			with the Procedures may be
				excluded from calculation.
	31. Where any of the following			Article 31 Where any of the			Adjusted
	circumstances occurs with respect			following circumstances occurs			numbering of
	to a transaction that the Company			with respect to a transaction that			the Articles.
	has already publicly announced and			the Company has already publicly
	reported in accordance with		~~Article~~	announced and reported in
	~~28 to Article 30,~~a public report of			accordance with		Article 28, Article
	relevant information shall be made			29, and Article 30,a public report
	on the website designated by the			of relevant information shall be
	competent authority of securities			made on the website designated by
	within 2 days counting inclusively			the competent authority of
	from the date of occurrence of the			securities within 2 days counting
Article 31	event:			inclusively from the date of
	I. Change, termination, or rescission			occurrence of the event:
	of a contract signed in regard to the			I. Change, termination, or
	original transaction.			rescission of a contract signed in
	II. The merger, demerger,			regard to the original transaction.
	acquisition, or transfer of shares is			II. The merger, demerger,
	not completed by the scheduled			acquisition, or transfer of shares is
	date set forth in the contract.			not completed by the scheduled
	III. Change to the originally			date set forth in the contract.
	publicly announced and reported			III. Change to the originally
	information.			publicly announced and reported
				information.
	32. Items to be disclosed in			Article 32 Items to be disclosed in			Adjusted
	financial statements			financial statements			numbering of
	Where the Company's acquisition or			Where the Company's acquisition			the Articles.
	disposal of assets reaches criteria			or disposal of assets reaches
	for public announcement and			criteria for public announcement
	publication in accordance with			and publication in accordance with
Article 32	Article 28 in the Procedures, and			Article 28in the Procedures and
	the counterparty to such transaction			the counterparty to such
	is a de facto related party, the			transaction is a de facto related
	Company shall disclose the			party, the Company shall disclose
	published contents in the notes of			the published contents in the notes
	the financial statements and report			of the financial statements and
	to the shareholders' meeting.			report to the shareholders' meeting.
	33.2 With regard to the threshold			With regard to the threshold for			Adjusted
Article 33,	for announcement or reporting by			announcement or reporting by			numbering of
Subsection	subsidiaries prescribed in Article			subsidiaries prescribed in Article			the Articles.
2	~~28.1~~regarding the 20% of paid-in			28, Subsection 1regarding the
	capitalor 10% of total assets,the			paid-incapitalor total assets,the

Article	BeforeRevision	BeforeRevision	After Revision	After Revision	Explanation
	calculation basis for the threshold		calculation basis for the threshold
	shall be the paid-in capital or total		shall be the paid-in capital or total
	assets of the Company.		assets of the Company.
	~~36 Wh Adit Citt h~~		Article 36 For the calculation of		Amended in
	~~. ere an u ommee as~~
	~~been established, the provisions~~		10% of total assets under these		accordance
	~~relating to Supervisors in Article 8,~~		Procedures, the total assets stated		with the FSC's
	~~14, and 37 shall apply mutatis~~		in the most recent parent company		Jin-Guan-Zhe
	~~mutandis to the Audit Committee.~~		only financial statements or		ng-Fa No.
	~~I dditi Atil 18 Sbti 2~~		individual financial statements		1070341072
	~~n aon, rce usecon~~
	~~shall apply mutatis mutandis to the~~		prepared under the Regulations		dated
	~~Independent Director members of~~		Governing the Preparation of		November 26,
	~~the Audit Committee.~~		Financial Reports by Securities		2018.
Article 36
	36.1 For the calculation of 10% of		Issuers shall be used.

	total assets under these Procedures,
	the total assets stated in the most
	recent parent company only
	financial statements or individual
	financial statements prepared under
	the Regulations Governing the
	Preparation of Financial Statements
	bySecurities Issuers shall be used.
	37.1 The Procedures shall first be		I. The Procedures shall first be		Revised based
	passed by the Board of Directors		passed by the Board of Directors		on the
	and delivered to all Supervisors		and delivered to all Supervisors		Company's
	before it is submitted to the		before it is submitted to the		current
	shareholders' meeting for approval		shareholders' meeting for approval		conditions.
	and implementation. The same shall		and implementation. The same
	apply to any amendment. If a		shall apply to any amendment. If a
	Director expresses objection and		Director expresses objection and
Article 37,
	records or written statements are		records or written statements are
Subsection
	available, the information regarding		available, the information
1
	the Director's objection shall be		regarding the Director's objection

	submitted to the Supervisors.	~~If the~~	shall be submitted to the
	~~C h tblihd th~~		Supervisors. If there are any
	~~ompany as esase e~~
	~~position of Independent Directors~~		objections or reservations
	~~and i~~f there are any objections or		expressed	by an Independent
	reservations expressed, it shall be		Director,it shall be clearly
	clearly recorded in the minutes of		recorded in the minutes of the
	the board meeting.		board meeting.

Attachment VII

Largan Precision Co., Ltd.

Comparison Table of Revisions to the "Procedures for Engaging in Derivatives Trading"

Revised	Before Revision	Before Revision	Before Revision	Before Revision	After Revision	After Revision	After Revision	After Revision	Explanation
									Adjusted
Articles 1-15									numbering of main
									text.
	1. Purpose				Article 1 Purpose			and basis	Revised title of the
Article 1
									article.

Article 2	2. Definitions and scope of				Article 2 Definitions and				Amended in
	application				scope of application				accordance with
	2.1 The "derivatives" specified in				1. The "derivatives" specified				the FSC's
	these Procedures refer to contracts				in these Procedures refer to				Jin-Guan-Zheng-Fa
	(e.g. forward contracts, options				forward contracts, options				No. 1070341072
	contracts, futures contracts,				contracts, futures contracts,				dated November
	leverage contracts, or swap				leverage contracts, or swap				26, 2018.
	contracts, whose value is derived				contracts, whose value is
	from	~~assets,~~interest rates, foreign			derived from	a specified
	exchange rates, indices			~~or other~~	interest rate,	financial
	~~itt d~~			~~contracts~~	instrument price, commodity
	~~neress; or compoun~~
	~~combining the above contracts)~~.				price,foreign exchange rate,
	2.2 The term "forward contracts" in				index of prices or rates, credit
	these Procedures does not include				rating or credit index, or
	insurance contracts, performance				other variable;or hybrid
	contracts, after-sales service				contracts combining the
	contracts, long-term leasing				above contracts;		or hybrid
	contracts, or long-term purchase				contracts or structured
	(sales)		~~agreements.~~		products containing
	2.3 Bond margin trading shall also				embedded derivatives.
	be governed by these Procedures.				2. The term "forward
					contracts" in these
					Procedures does not include
					insurance contracts,
					performance contracts,
					after-sales service contracts,
					long-term leasing contracts,
					or long-termpurchase(sales)

Revised	Before Revision	Before Revision	After Revision	After Revision	Explanation
			contracts.
			3. Bond margin trading shall
			also be governed by these
			Procedures.
Article 13 subsection 5	13.5. When irregular circumstances		5. When irregular		Revised based on
	are found in the course of		circumstances are found in		the Company's
	supervising trading and profit-loss		the course of supervising		current conditions.
	circumstances, appropriate		trading and profit-loss
	measures shall be adopted and a		circumstances, appropriate
	report immediately made to the		measures shall be adopted
	board of directors;	~~where a~~	and a report immediately
	~~company has independent~~		made to the board of
	~~directors, a~~n Independent Director		directors;andan Independent
	shall be present at the meeting and		Director shall be present at
	express an opinion.		the meeting and express an
			opinion.
Article 14	14. Internal audit		Article 14 Internal audit		Amended in
	Internal audit personnel shall		Internal audit personnel shall		accordance with
	periodically make a determination		periodically make a		the FSC's
	of the suitability of internal		determination of the		Jin-Guan-Zheng-Fa
	controls on derivatives and conduct		suitability of internal controls		No. 1070341072
	a monthly inspection of how		on derivatives and conduct a		dated November
	faithfully derivatives trading by the		monthly inspection of how		26, 2018.
	trading department adheres to the		faithfully derivatives trading
	procedures for engaging in		by the trading department
	derivatives trading, and prepare an		adheres to the procedures for
	audit report. If any material		engaging in derivatives
	violation is discovered, all		trading, and prepare an audit
	Supervisors shall be notified in		report. If any material
	writing, and related personnel shall		violation is discovered, all
	be penalized commensurate with		Supervisors	and Independent
	the violation.		Directorsshall be notified in
			writing and related personnel
			shall be penalized
			commensurate with the
			violation.

Attachment VIII

Largan Precision Co., Ltd. Comparison Table of Revisions to the "Rules for Loaning of Funds" and "Rules for Endorsements/Guarantees"

Rules for Loaning of Funds

Article	Before Revision	Before Revision	After Revision	Explanation
				Adjusted
Articles
				numbering of main
1-15
				text.

	1. Purpose		1. Purpose	Revised wording
	To facilitate information disclosure		To facilitate information	for consistency in
	and enhance the Company's risk		disclosure and enhance the	the main text.
	management system for loaning		Company's risk
	funds to others, the Company's		management system for
Article 1
	loans to others shall be processed in		loaning funds to others, the

	accordance with these	~~Procedures.~~	Company's loans to others
			shall be processed in
			accordance with these
			Rules.
	2. Eligible entities		Article 2 Eligible entities	Revised wording
	2.1 Entities that conduct business		According to Article 15 of	and detailed
	transactions with the Company.		the Company Act, the	description.
	2.2 Where an inter-company		Company shall not loan
	short-term financing facility		funds to shareholders or any
	between the entity and the		other person except under
	Company is necessary.		the following
	2.3 The term "short-term" as used~~in~~		circumstances:
	~~the preceding paragraph~~means one		1. Entities that conduct
Article 2	year, or where the Company's		business transactions with
	operating cycle exceeds one year,		the Company.
	one operating cycle.		2. Where an inter-company
	2.4 Loans between foreign		short-term financing facility
	companies in which the Company		between the entity and the
	holds, directly or indirectly, 100%		Company is necessary. The
	of the voting shares.		term "short-term" as used
			means one year, or where
			the Company's operating
			cycle exceeds oneyear, one

Article		Before Revision	After Revision	After Revision	After Revision	Explanation
			operating cycle.
			3. Loans between foreign
			companies in which the
			Company holds, directly or
			indirectly, 100% of the
			voting shares or loans
			provided by foreign
			companies, in which the
			Company holds, directly or
			indirectly, 100% of the
			voting shares, to the
			Company.
Article 3	3.	~~Reason and necessity~~for loaning	Article 3	Evaluation		Revised wording
	funds to others		standards forloaning funds			and detailed
	3.1 Where the Company provides		to others			description.
	loans to a company or firm with		1. Where the Company
	which it does business, the loans		provides loans to a company
	shall be provided in accordance		or firm with which it does
	with Article 4.2. Where a loan is		business, the loans shall be
	provided due to short-term		provided in accordance with
	financing needs, it shall be		Article 4, paragraph 2.
	restricted to the following		2. Where a loan is provided
	circumstances:		due to short-term financing
	3.1.1 Where it is necessary to loan		needs, it shall be restricted
	short-term financing to foreign		to the following
	companies in which the Company		circumstances:
	holds, directly or indirectly, 100%		(1) Where it is necessary for
	of the voting shares.		foreign companies in which
	3.1.2 A company or firm that		the Company		holds, directly
	requires short-term financing due to		or indirectly,		100% of the
	procurement of materials or		voting shares		to have a
	operation turnover needs.		short-term financing loan.
	3.1.3 Other situations where the		(2) A company or firm that
	Board of Directors of the Company		requires short-term
	agrees to the loan.		financing due to
			procurement of materials or
			operation turnover needs.
			(3)Other situations where

Article	Before Revision	After Revision	After Revision	Explanation
		the Board of Directors of
		the Company agrees to the
		loan.
Article 4	4. Aggregate amount of loans and	Article 4 Aggregate amount		Adjusted
	the maximum amount permitted to a	of loans and the maximum		numbering of the
	single borrower	amount permitted to a single		Articles.
	4.1 The Company's total loans shall	borrower
	not exceed 40% of the Company’s	1. The Company's total
	net worth.	loans shall not exceed 40%
	4.2 Individual loans to a company	of the Company’s net worth.
	or firm with which the Company	2. Individual loans to a
	does business shall be limited to the	company or firm with which
	transaction amount between both	the Company does business
	parties. The transaction amount	shall be limited to the
	means the sales or purchasing	transaction amount between
	amount between the parties,	both parties. The transaction
	whichever is higher.	amount means the sales or
	4.3 The restriction regarding 40% of	purchasing amount between
	the lender's net worth or the	the parties, whichever is
	financing period of one year or one	higher.
	operating cycle shall not apply to	3. The restriction regarding
	inter-company loans of funds	40% of the lender's net
	between foreign companies in	worth or the financing
	which the Company holds, directly	period of one year or one
	or indirectly, 100% of the voting	operating cycle shall not
	shares if the loan is required for	apply to inter-company
	short-term financing purposes. The	loans of funds between
	loan period shall be in accordance	foreign companies in which
	with Article~~8.1~~.	the Company holds, directly
		or indirectly, 100% of the
		voting shares if the loan is
		required for short-term
		financing purposes. The
		loan period shall be in
		accordance with Article8,
		paragraph 1.

Article 5	5. Credit assessment procedures	Article 5	Implementation	Revised wording
	5.1 In the Company'sprocessingof	andcredit assessment		for consistencyin

Article	Before Revision	After Revision	Explanation
	loans, the borrower shall be	procedures	the main text.
	required to submit necessary	1. In the Company's
	company information and financial	processing of loans, the
	information and file a written	borrower shall be required
	application to the Company for a	to submit necessary
	loan limit.	company information and
	(the rest omitted)	financial information and
		file a written application to
		the Company's for a loan
		limit.
		(the rest omitted)
Article 7	7. Scope of authorization	Article 7 Scope of	Revised wording
	7.1 In the Company's processing of	authorization	and detailed
	loans, after the credit assessment by	1. In the Company's	description
	the Finance Department of the	processing of loans, after
	Company, the application shall be	the credit assessment by the
	submitted to the Chairman for	Finance Department of the
	approval and submitted to the Board	Company, the application
	of Directors for resolution to be	shall be submitted to the
	implemented and cannot be	Chairman for approval and
	delegated to other individuals to	submitted to the Board of
	determine such matters.	Directors for resolution to
	7.2 For funds loaning between the	be implemented, and cannot
	Company and its subsidiaries, or	be delegated to other
	between the subsidiaries of the	individuals to determine
	Company, the matter shall in	such matters.
	accordance with the preceding	2. For funds loaning
	paragraph be submitted to the Board	between the Company and
	of Directors for resolution.	its subsidiaries, or between
	Additionally, the Chairman may be	the subsidiaries of the
	authorized to provide the loans in	Company, the matter shall
	installment or revolver for a period	in accordance with the
	of not more than one year to the	preceding paragraph be
	same entity receiving the loan,	submitted to the Board of
	provided that the amount of the loan	Directors for resolution.
	is within the specific amount	Additionally, the Chairman
	resolved upon by the Board of	may be authorized to
	Directors.	provide the loans in

Article	Before Revision	After Revision	After Revision	Explanation
	7.3 The specific amount specified in	installment or revolver for a
	the preceding paragraph shall meet	period of not more than one
	requirements in Article~~2.4.~~In	year to the same entity
	addition, the loan limit authorized	receiving the loan, provided
	by the Company or its subsidiaries	that the amount of the loan
	to any single company shall not	is within the specific
	exceed 10% of the Company's net	amount resolved upon by
	worth on its most current financial	the Board of Directors.
	statements.	3. The specific amount
		specified in the	preceding
		paragraph shall	meet
		requirements in	Article 2,
		paragraph 3.In	addition, the
		loan limit authorized by the
		Company or its subsidiaries
		to any single company shall
		not exceed 10% of the
		Company's net worth on its
		most current financial
		statements.
	10. Internal control	Article 10 Internal control		Amended in
	10.1 The Company shall establish	1. The Company shall		accordance with the
	log books for loans and register the	establish log books for loans		FSC's
	borrower, the amount, the date of	and register the borrower,		Jin-Guan-Zheng-Sh
	passage by the Board of Directors,	the amount, the date of		en No. 1080304826
	the date of the loan, and the matters	passage by the Board of		dated March 7,
	to be carefully evaluated in	Directors, the date of the		2019.
	accordance with the rules.	loan, and the matters to be
	10.2 Where a change in the	carefully evaluated in
Article 10
	Company causes the amount to	accordance with the rules.

	exceed the limit, a rectification plan	2. Where a change in the
	shall be formulated and delivered to	Company causes the amount
	the Supervisors to enhance internal	to exceed the limit, a
	control and management of the	rectification plan shall be
	Company.	formulated and	delivered to
	10.3 The Company's loans to others	the Supervisors	and
	shall be processed in accordance	Independent Directorsto
	with the rules andprocedures. In the	enhance internal control and

Article	Before Revision	After Revision	After Revision	After Revision	Explanation
	event when a material violation is	management of the
	found, related personnel shall be	Company.
	penalized commensurate with the	3. The Company's loans to
	violation.	others shall be processed in
	10.4 Where a change in the	accordance with the rules
	Company causes the borrower to be	and procedures. In the event
	incompatible with this Rules or	when a material violation is
	causes the amount to exceed the	found, related personnel
	limit, a rectification plan shall be	shall be penalized
	formulated, delivered to the	commensurate with the
	Supervisors, reported to the Board	violation.
	of Directors, and implemented to	4. Where a change in the
	complete rectification based on the	Company causes the
	timeframe set out in the plan.	borrower to be incompatible
		with this Rules or causes the
		amount to exceed the limit,
		a rectification plan shall be
		formulated,	delivered to the
		Supervisors	and
		Independent Directors,
		reported to the Board of
		Directors, and implemented
		to complete rectification
		based on the timeframe set
		out in theplan.
	11. Internal audit	Article 11 Internal audit			Amended in
	The Company's internal auditors	The Company's internal			accordance with the
	shall audit the operation procedures	auditors shall audit the			FSC's
	of loaning funds to others and the	operation procedures of			Jin-Guan-Zheng-Sh
	implementation thereof no less	loaning funds to others and			en No. 1080304826
	frequently than quarterly and	the implementation thereof			dated March 7,
Article 11	prepare written records accordingly.	no less frequently than			2019.
	They shall promptly notify the	quarterly and prepare
	Supervisors in writing of any	written records accordingly.
	material violation found, if any.	They shall promptly notify
		the Supervisors		and
		Independent Directorsin
		writingof anymaterial

Article	Before Revision	Before Revision	Before Revision	Before Revision	After Revision	After Revision	After Revision	Explanation
					violation found, if any.
	14. Enforcement and amendment				Article 14 Enforcement and			Amended in
	Once	~~the Operation Procedures~~are			amendment			accordance with the
	passed by the Board of Directors,				Once	this Rulesare passed		FSC's
	they shall be submitted to the				by the Board of Directors,			Jin-Guan-Zheng-Sh
	Supervisors and reported to the				they shall be submitted to			en No. 1080304826
	shareholders' meeting for consent. If				the Supervisors and reported			dated March 7,
	a Director expresses an objection				to the shareholders' meeting			2019.
	and records or written statements				for consent. If a Director
	are available, information regarding				expresses objection and
	the Director's objection shall be				records or written
	submitted to Supervisors and to the				statements are available,
	shareholders' meeting for				information regarding the
	discussion. The same shall apply to				Director's objection shall be
	any revision.				submitted to Supervisors
	When		the	~~Operation Procedures~~for	and to the shareholders'
	Loans		~~to Others~~is submitted to the		meeting for discussion. The
Article 14
	Board		of Directors for discussions		same shall apply to any

	in accordance with the preceding				revision.
	paragraph, the opinions of each				When the Rules for Loaning
	Independent Director shall be taken				of Funds is submitted to the
	into full consideration, and				Board of Directors for
	~~Independent Directors’ opinions~~				discussions in accordance
	~~specifically expressing assent or~~				with the preceding
	~~dit d thi f dit~~				paragraph, the opinions of
	~~ssen an er reasons or ssen~~
	~~shall be included in the minutes of~~				Independent Directors shall
	~~the board of directors' meeting.~~				be taken into full
					consideration.		If any
					Independent Director has
					any dissenting opinion or
					qualified opinion, it shall be
					noted in the minutes of the
					Board of Directors meeting.
					Article 15 Control and management procedures for			Added in
								accordance with the
Article 15					subsidiaries'loans to others 1. Where a subsidiary of the			FSC's
								Jin-Guan-Zheng-Sh
					Company intends to extend			en No. 1080304826

Article	Before Revision	After Revision	Explanation
		loans to other entities, the Company shall order the subsidiary to establish the Rules for Loaning of Funds in accordance with the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies" enacted by the competent authority and process loans in accordance with the operating procedures specified therein. 2. When a subsidiary extends loans to other entities, it shall provide related information to the parent company and consider the opinions of the	dated March 7,
			2019.

		parent company's related personnel before processing
		the loan. 3. After a subsidiary loans a
		fund, it shall regularly report the follow-up status of loaned funds to the parent
		company.
Rules for Endorsements/Guarantees
Article			Revision
	Before Revision	After Revision
Number			Description

			Adjusted
Article 1 to
			numbering of main
Article 14
			text.

	1. Purpose	1. Purpose	Revised wording
Article 1	To facilitate information disclosure	To facilitate information	for consistency in
	and enhance the Company's risk	disclosure and enhance the	the main text.

Article	Before Revision	After Revision	Explanation
	management system for	Company's risk
	endorsements /guarantees, the	management system for
	Company's	endorsements/guarantees,
	endorsements/guarantees shall be	the Company's
	processed in accordance with these	endorsements/guarantees
	~~Procedures.~~	shall be processed in
		accordance with these
		Rules.
	2. Definitions and scope of	Article 2 Definitions and	Revised wording
	application	scope of application	and detailed
	2.1 Financing	The term	description.
	endorsements/guarantees.	"endorsements/guarantees"
	2.1.1 Bill discount financing.	or“endorsement/guarantee”
	2.1.2 Endorsement/guarantee made	as used in these Rules refers
	to meet the financing needs of	to the following:
	another company.	1. Financing
	2.1.3 Issuance of a separate	endorsements/guarantees.
	negotiable instrument to a	(1) Bill discount financing.
	non-financial enterprise as security	(2) Endorsement/guarantee
	to meet the financing needs of the	made to meet the financing
	Company itself.	needs of another company.
	2.2 Customs duty guarantee	(3) Issuance of a separate
	It refers to endorsement/guarantee	negotiable instrument to a
Article 2
	for the Company itself or another	non-financial enterprise as

	company with respect to customs	security to meet the
	duty matters.	financing needs of the
	2.3 Other endorsements/guarantees	Company itself.
	~~231 A ti b th C~~	2. Customs duty guarantee
	~~.. ny creaon y e ompany~~
	~~of a pledge or mortgage on its~~	refers an
	~~chattel or real property as security~~	endorsement/guarantee for
	~~for the loans of another company.~~	the Company itself or
	2.3.2 Other	another company with
	endorsements/guarantees that	respect to customs duty
	cannot be classified into the above	matters.
	items.	3. Other
		endorsements/guarantees
		that cannot be classified into
		the above items.

Article	Before Revision	Before Revision	After Revision	Explanation
			4. Any creation by the
			Company of a pledge or
			mortgage on its chattel or
			real property as security for
			the loans of another
			company.
Article 3	3. Recipient of		Article 3 Recipient of	Amended in
	endorsement/guarantee		endorsement/guarantee	accordance with the
	3.1 Besides cases where the		1. Besides cases where the	FSC's
	Company fulfills its contractual		Company fulfills its	Jin-Guan-Zheng-Sh
	obligations by providing mutual		contractual obligations by	en No. 1080304826
	endorsements/guarantees for		providing mutual	dated March 7,
	another company in the same		endorsements/guarantees for	2019.
	industry for purposes of undertaking		another company in the
	a business project or where all		same industry for purposes
	capital contributing shareholders		of undertaking a business
	make endorsements/guarantees for		project or where all capital
	their jointly invested company in		contributing shareholders
	proportion to their shareholding		make
	percentages, other recipients of		endorsements/guarantees for
	endorsements/guarantees shall be		their jointly invested
	restricted to the following		company in proportion to
	companies:		their shareholding
	3.1.1 A company with which it does		percentages, other recipients
	business.		of endorsements/guarantees
	3.1.2 A company in which the		shall be restricted to the
	Company directly and indirectly		following companies:
	holds more than 50% of the voting		(1) A company with which
	shares.		it does business.
	3.1.3 A company that directly and		(2) A company in which the
	indirectly holds more than 50% of		Company directly and
	the voting shares of the Company.		indirectly holds more than
	3.1.4 Endorsements/guarantees may		50% of the voting shares.
	be made	~~with and b~~etween	(3) A company that directly
	companies in which the Company		and indirectly holds more
	holds, directly or indirectly, more		than 50% of the voting
	than 90% of the voting shares.		shares of the Company.
			2. Endorsements/guarantees

Article	Before Revision	After Revision	Explanation
		may be made between
		companies in which the
		Company holds, directly or
		indirectly, more than 90%
		of the voting shares. The
		amount may not exceed
		10% of the net worth of the
		Company, provided that this
		restriction shall not apply to
		endorsements/guarantees
		made between companies in
		which the Company holds,
		directly or indirectly, 100%
		of the voting shares.
Article 4	4. Limits of endorsement/ guarantee	Article 4 Limits of	Adjusted
	4.1 The total amount of	endorsement/guarantee	numbering of the
	endorsements/guarantees provided	1. The total amount of	Articles.
	by the Company shall not exceed	endorsements/guarantees
	40% of the Company’s net worth.	provided by the Company
	The maximum endorsements	shall not exceed 40% of the
	/guarantees to any single enterprise,	Company’s net worth. The
	except for companies in which the	maximum
	Company holds 100% of the voting	endorsements/guarantees for
	shares, shall not exceed 10% of the	a single enterprise, except
	Company’s net worth. The	for companies in which the
	Company’s and subsidiaries' total	Company holds 100% of the
	endorsements/guarantees for	voting shares, shall not
	external entities shall not exceed	exceed 10% of the
	40% of the Company’s net worth.	Company’s net worth.
	The maximum	2. The Company and
	endorsements/guarantees to any	subsidiaries'total
	single entity shall not exceed 10%	endorsements/guarantees for
	of the Company’s net worth. The	external entities shall not
	net worth shall be based on the most	exceed 40% of the
	current financial statements audited	Company’s net worth. The
	or reviewed by the certified public	maximum
	accountants.	endorsements/guarantees for
	4.2 Where the Company provides	a single enterprise shall not

Article	Before Revision	After Revision	Explanation
	endorsements/guarantees due to	exceed 10% of the
	business transactions, besides the	Company’s net worth. The
	restrictions specified above, the	net worth shall be based on
	amount shall further not exceed the	the most current financial
	transaction amount between the	statements audited or
	parties. The transaction amount	reviewed by the certified
	means the sales or purchasing	public accountants.
	amount between the parties,	3. Where the Company
	whichever is higher.	provides
		endorsements/guarantees
		due to business transactions,
		besides the restrictions
		specified above, the amount
		shall further not exceed the
		transaction amount between
		the parties. The transaction
		amount means the sales or
		purchasing amount between
		the parties, whichever is
		higher.
Article 5	5. Decision-making and	Article 5 Decision-making	Revised wording
	authorization level	and authorization level	for consistency in
	5.1 The Company's	1. The Company's	the main text.
	endorsements/guarantees must be	endorsements/guarantees
	approved in a resolution of the	must be approved in a
	Board of Directors before	resolution of the Board of
	implementation. If the Company	Directors before
	has established the position of	implementation. If the
	Independent Director, the opinions	Company has established
	of each Independent Director shall	the position of Independent
	be taken into full consideration and	Director, the opinions of
	Independent Director’s opinions	each Independent Director
	specifically expressing assent or	shall be taken into full
	dissent and the reasons for dissent	consideration and
	shall be included in the minutes of	Independent Director’s
	the Board of Directors' meeting.	opinions specifically
	The Board of Directors may	expressing assent or dissent
	authorize the Chairman to decide	and the reasons for dissent

Before Revision	Before Revision	Before Revision	After Revision
such matters for			shall be included in the
endorsements/guarantees within			minutes of the Board of
NT$20 million in accordance with			Directors' meeting.
related provisions herein and have			2. The Board of Directors
the decisions subsequently			may authorize the Chairman
submitted to the next Board of			to decide such matters for
Directors meeting for ratification			endorsements/guarantees
and reported to the shareholders'			within NT$20 million in
meeting for the record. Where a			accordance with related
~~subsidiary~~in which the Company			provisions herein and have
holds, directly or indirectly, more			the decisions subsequently
than 90% of the voting shares			submitted to the next Board
provides endorsements/guarantees			of Directors meeting for
in accordance with Articl~~e~~		~~3.1.4,~~it	ratification and reported to
shall submit the proposal to the			the shareholders' meeting
~~Company's~~Board of Directors for			for the record.
approval before implementation,
provided that this restriction shall			3. Where a company in
not apply to			which the Company holds,
endorsements/guarantees made			directly or indirectly, more
between companies in which the			than 90% of the voting
Company holds, directly or			shares provides
indirectly, 100% of the voting			endorsements/guarantees in
shares.			accordance with Article3,
5.2 Where the Company needs to			paragraph 2,it shall submit
exceed the limits set out in this			the proposal to the Board of
Rules to satisfy its business			Directors for approval
requirements, and where the			before implementation,
conditions set out in this Rules are			provided that this restriction
complied with, it shall obtain			shall not apply to
approval from the Board of			endorsements/guarantees
Directors and half or more of the			made between companies in
Directors shall act as joint			which the Company holds,
guarantors for any loss that may be			directly or indirectly, 100%
caused to the company by the			of the voting shares.
excess endorsement/guarantee. It			4. Where the Company
shall also amend the	~~Operational~~		needs to exceed the limits
Rules for Endorsements/Guarantees			set out in this Rules to

Article	Before Revision	After Revision	Explanation
	accordingly and submit the same to	satisfy its business
	the shareholders' meeting for	requirements, and where the
	ratification after the fact. If the	conditions set out in this
	shareholders' meeting does not give	Rules are complied with, it
	consent, the company shall adopt a	shall obtain approval from
	plan to discharge the amount in	the Board of Directors and
	excess within a given time limit.	half or more of the Directors
	Where the Company has established	shall act as joint guarantors
	the position of independent director,	for any loss that may be
	when it makes	caused to the company by
	endorsements/guarantees for others,	the excess
	it shall take into full consideration	endorsement/guarantee. It
	the opinions of each independent	shall also amend the Rules
	director; independent directors'	for
	opinions specifically expressing	Endorsements/Guarantees
	assent or dissent and the reasons for	accordingly and submit the
	dissent shall be included in the	same to the shareholders'
	minutes of the board of directors'	meeting for ratification after
	meeting.	the fact. If the shareholders'
		meeting does not give
		consent, the company shall
		adopt a plan to discharge the
		amount in excess within a
		given time limit. Where the
		Company has established
		the position of independent
		director, when it makes
		endorsements/guarantees for
		others, it shall take into full
		consideration the opinions
		of each independent
		director; independent
		directors'opinions
		specifically expressing
		assent or dissent and the
		reasons for dissent shall be
		included in the minutes of
		the board of directors'

Article	Before Revision	After Revision	Explanation
		meeting.
	6. Procedures for making	Article 6 Implementation	Amended in
	endorsements/guarantees	and credit investigation	accordance with the
	6.1 When the Company processes	procedures	FSC's
	an endorsement/guarantee, the	1. When the Company	Jin-Guan-Zheng-Sh
	recipient of endorsement/guarantee	processes an	en No. 1080304826
	shall submit an application form	endorsement/guarantee, the	dated March 7,
	and file an application to the	recipient of	2019.
	Finance Department of the	endorsement/guarantee shall
	Company. The Finance Department	submit an application form
	shall conduct a credit investigation	and file an application to the
	on the recipient of	Finance Department of the
	endorsement/guarantee, evaluate the	Company. The Finance
	risks, and prepare evaluation	Department shall conduct a
	records. Once they are reviewed,	credit investigation on the
	they shall be presented to the CEO	recipient of
	and Chairman for approval. Where	endorsement/guarantee,
	necessary, the Company shall be	evaluate the risks, and
	required to obtain collateral.	prepare evaluation records.
Article 6	(partially omitted)	Once they are reviewed,
	6.4 The Finance Department of the	they shall be presented to
	Company shall evaluate or record	the CEO and Chairman for
	the contingent loss for	approval. Where necessary,
	endorsements/guarantees and shall	the Company shall be
	adequately disclose information on	required to obtain collateral.
	endorsements/guarantees in its	(partially omitted)
	financial reports. It shall provide	4. The Finance Department
	related information to the certified	of the Company shall
	public accountants for	evaluate or record the
	implementation of necessary audit	contingent loss for
	procedures and submission of a	endorsements/guarantees
	suitable audit report. 6.5 If, as a	and shall adequately
	result of a change in circumstances,	disclose information on
	an entity for which an	endorsements/guarantees in
	endorsement/guarantee is made	its financial reports. It shall
	does not meet the requirements of	provide related information
	these Rules endorsement/guarantee	to the certified public
	amount exceeds the limit, the	accountants for

Article	Before Revision	After Revision	Explanation
	endorsement/guarantee amount or	implementation of
	the portion that exceeds the limit for	necessary auditing
	such entity shall be completely	procedures and submission
	terminated upon the expiry of the	of a suitable audit report.
	contract or within a specific	5. If, as a result of a change
	deadline based on the rectification	in circumstances, an entity
	plan formulated by the Company.	for which an
	The related rectification plans shall	endorsement/guarantee is
	be delivered to all Supervisors and	made does not meet the
	reported to the Board of Directors.	requirements of these Rules
	The Company shall complete the	endorsement/guarantee
	rectification according to the	amount exceeds the limit,
	timeframe set out in the plan.	the endorsement/guarantee
		amount or the portion that
		exceeds the limit for such
		entity shall be completely
		terminated upon the expiry
		of the contract or within a
		specific deadline based on
		the rectification plan
		formulated by the
		Company. The related
		rectification plans shall be
		delivered to all Supervisors
		and Independent Directors
		and reported to the Board of
		Directors. The Company
		shall complete the
		rectification according to
		the timeframe set out in the
		plan.
	9. Internal audit	Article 9 Internal audit	Amended in
	The Company's internal auditors	The Company's internal	accordance with the
	shall audit the procedures for	auditors shall audit the	FSC's
Article 9	making of endorsements/guarantees	procedures for making of	Jin-Guan-Zheng-Sh
	and the implementation at least	endorsements/guarantees	en No. 1080304826
	once every quarter and prepare	and the implementation at	dated March 7,
	written records accordingly. They	least once every quarter and	2019.

Article	Before Revision	After Revision	Explanation
	shall promptly notify the	prepare written records
	Supervisors in writing of any	accordingly. They shall
	material violation found.	promptly notify the
		Supervisors and
		Independent Directors in
		writing of any material
		violation found.
	10. Specimen chop custody and	Article 10 Specimen chop	Revised wording
	procedures	custody and usage	and detailed
	10.1 The Company shall use the	procedures	description
	corporate chop registered with the	1. The Company shall use
	Ministry of Economic Affairs as the	the corporate chop
	dedicated chop for	registered with the Ministry
	endorsements/guarantees. The chop	of Economic Affairs as the
	and guarantee bills shall be kept in	dedicated chop for
	the custody of a designated person	endorsements/guarantees.
	and they shall be used to seal or	The chop and guarantee
	issue negotiable instruments only in	bills shall be kept in the
	prescribed procedures. The approval	custody of a designated
Article 10
	of the Board of Directors shall be	person and they shall be

	required for the appointment,	used to seal or issue
	dismissal, or replacement of the	negotiable instruments only
	person responsible for the custody	in prescribed procedures.
	of the chop.	The approval of the Board
	(the rest omitted)	of Directors shall be
		required for the
		appointment, dismissal, or
		replacement of the person
		responsible for the custody
		of the chop.
		(the rest omitted)
	11. Public announcement and	Article 11 Public	Amended in
	regulatory filing procedures	announcement and	accordance with the
	11.1 The Company shall publicly	regulatory filing procedures	FSC's
Article 11	announce and file the previous	1. The Company shall	Jin-Guan-Zheng-Sh
	month's balance of	publicly announce and file	en No. 1080304826
	endorsements/guarantees of the	the previous month's	dated March 7,
	Companyand its subsidiaries before	balance of	2019.

Article	Before Revision	After Revision	Explanation
	the 10th day of each month. Where	endorsements/guarantees of
	the balance of	the Company and its
	endorsements/guarantees reach one	subsidiaries before the 10th
	of the following levels, the	day of each month. Where
	Company shall announce and report	the balance of
	such event within two days	endorsements/guarantees
	commencing immediately from the	reach one of the following
	date of occurrence:	levels, the Company shall
	11.1.1 The balance of endorsements	announce and report such
	/guarantees reaches 50% or more of	event within two days
	the Company's net worth as stated	commencing immediately
	in the latest financial statements.	from the date of occurrence:
	11.1.2 The balance of the	(1) The balance of the
	endorsements/guarantees for any	Company’s and its
	single company reaches 20% or	subsidiary companies’
	more of the Company's net worth as	endorsements/guarantees
	stated in the latest financial	reaches 50% or more of the
	statements.	Company’s net worth as
	11.1.3 The balance of the	stated in its latest financial
	endorsements/guarantees for any	statements.
	single company reaches NT$10	(2) The balance of the
	million and the	Company’s and its
	endorsements/guarantees for the	subsidiary companies’
	Company, long-term investments,	endorsements/guarantees to
	and the total balance of loans reach	any single company reaches
	30% or more of the Company's net	20% or more of the
	worth as stated in the latest financial	Company’s net worth as
	statements.	stated in its latest financial
	11.1.4 The amount of new	statements.
	endorsements/guarantees made by a	(3) The balance of the
	public company or its subsidiaries	Company’s and its
	reaches NT$30 million or more, and	subsidiaries' endorsements
	reaches 5% or more of the public	/guarantees to any single
	company's net worth as stated in its	company reaches NT$10
	latest financial statement.	million and the carrying
	~~11.1.5 T~~he Company shall	amount of investments
	announce and report on behalf of	recognized under the equity
	anysubsidiarythereof that is not a	method and the total balance

Article	Before Revision	After Revision	After Revision	After Revision	Explanation
	public company of the Republic of	of loans reach 30% or more
	China any matters that such	of the Company's net worth
	subsidiary is required to announce	as specified in the latest
	and report pursuant to the preceding	financial statements.
	paragraph.	(4) The amount of new
		endorsements/guarantees
		made by	the Companyand
		its subsidiary companies
		reaches NT$30 million or
		more and 5% or more ofthe
		Company’s net worth as
		stated in its latest financial
		statements.
		2. The Company shall
		announce and report on
		behalf of any subsidiary
		thereof that is not a public
		company of the Republic of
		China any matters that such
		subsidiary is required to
		announce and report
		pursuant to the preceding
		paragraph.
	12. Any matters that are not	Article 12		Other items	Amended in
	addressed herein shall be governed	1. The Company shall			accordance with the
	by relevant laws and the Company's	evaluate or record			Regulations
	related regulations.	contingent loss for			Governing Loaning
		endorsements/guarantees			of Funds and
		and shall adequately			Making of
		disclose information on			Endorsements/Guar
Article 12		endorsements/guarantees in			antees by Public
		its financial reports. It shall			Companies
		provide related information
		to the certified public
		accountants for
		implementation of
		necessary audit procedures.
		2. Anymatters that are not

Article	Before Revision	Before Revision	After Revision	After Revision	Explanation
			addressed herein shall be
			governed by relevant laws
			and the Company's related
			regulations.
	13. Enforcement and amendment		Article 13 Enforcement and		Amended in
	The Regulations shall first be		amendment		accordance with the
	passed by the Board of Directors		The Regulations shall first		FSC's
	and delivered to all Supervisors		be passed by the Board of		Jin-Guan-Zheng-Sh
	before it is submitted to the		Directors and delivered to		en No. 1080304826
	shareholders' meeting for consent. If		all Supervisors before it is		dated March 7,
	a Director expresses an objection		submitted to the		2019.
	and records or written statements		shareholders' meeting for
	are available, the Company shall		consent. If a Director
	submit information regarding the		expresses an objection and
	Director's objection to Supervisors		records or written
	and to the shareholders' meeting for		statements are available, the
	discussion. The same shall apply to		Company shall submit
	any revision.		information regarding the
	The opinions of Independent		Director's objection to
	Directors shall be taken into full		Supervisors and to the
Article 13	consideration in discussions in the		shareholders' meeting for
	Board of Directors meeting on the		discussion. The same shall
	Rules in accordance with the		apply to any revision.
	preceding paragraph.	~~Independent~~	The opinions of
	~~Directors' opinions specifically~~		Independent Directors shall
	~~i t dit d th~~		be taken into full
	~~expressng assen or ssen an e~~
	~~f dit hll b ildd~~		consideration in discussions
	~~reasons or ssen sa e ncue~~
	~~in the minutes of the board of~~		in the Board of Directors
	~~directors' meeting.~~		meeting on the Regulations
			in accordance with the
			preceding paragraph.	If any
			Independent Director
			expresses dissenting
			opinions or qualified
			opinions, they shall be noted
			in the minutes of the Board
			of Directors meeting.
Article 14			Article 14 Control and		Added in

Article	Before Revision	After Revision	Explanation
		management procedures for	accordance with the
		endorsements/guarantees made by subsidiary companies 1. Where a subsidiary of the	FSC's
			Jin-Guan-Zheng-Sh
			en No. 1080304826
			dated March 7,
		Company intends to provide	2019.
		endorsements/guarantees to other entities, the Company shall order the subsidiary to

		establish the Rules for Making of Endorsements/Guarantees in
		accordance with the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies"and process endorsements/guarantees in accordance with the operating procedures specified therein. 2. When a subsidiary provides endorsements/guarantees to other entities, it shall provide related information to the parent company and consider the opinions of the
		parent company's related personnel before processing
		the endorsement/guarantee procedures. 3. The subsidiary shall regularly report the follow-up status of endorsements/guarantees to

Article	Before Revision	After Revision	Explanation
		the parent company. 4. Where a subsidiary in which the Company holds, directly or indirectly, more than 90% of the voting shares provides endorsements/guarantees in accordance with Article 3, Paragraph 2, it shall submit the proposal to the Company's Board of Directors for approval before implementation, provided that this restriction
		shall not apply to endorsements/guarantees made between companies in
		which the Company holds, directly or indirectly, 100% of the voting shares.

Appendix

Appendix I (Before revision)

Largan Precision Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company is incorporated as a company limited by shares under the Company Act of the Republic of China, and its name is 大立光電股份有限公司.
Article 2: The Company engages in the following businesses:
CE01010 Photographic and optical equipment manufacturing.
CQ01010 Die manufacturing.
F601010 Intellectual property
F113030 Wholesale of precision instruments
F401010 International trade.
I501010 Product designing
CF01011 Medical materials and equipment manufacturing.
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The total amount of the Company's investments in other entities may exceed 40% of its paid-in capital., and is not subject to the restriction of total investment amount stipulated in Article 13 of the Company Act.
Article 2-2: The Company may provide guarantees for companies in the same industry specified above, and provide endorsement and guarantee for loans funded from government authorities and financial institutions when necessary for its operations.
Article 3: The Company's head office is established in Taichung City. When necessary, the Company may establish branch offices domestically or overseas, subject to resolution by its Board of Directors.
Article 4: The Company's public announcements shall be made pursuant to Article 28 of the Company Act.

Chapter 2 Shares

Article 5: The total capital stock of the Company is in the amount of two billion New Taiwan Dollars (NT$2,000,000,000) divided into 200 million (200,000,000) common shares, at a par value of Ten New Taiwan Dollars (NT$10) each. The Board of Directors is authorized to issue the shares in multiple installments and may issue stock certificates in large denominations.
A total of NT$100,000,000 totaling 10 million (10,000,000) shares of the aforementioned capital shall be reserved for the issuance of employee stock options at NT$10 per share, and may be issued in installments upon resolution by the Board of Directors.

Article 6: The Company's share certificates shall be name bearing, and registered, signed or sealed by the Chairman of the Board and at least two Directors. The share certificates shall be affixed with the Company's logo, numbered, and issued after certification by the competent authority.
When the Company issues new shares, it shall print share certificates based on the total number of shares distributed and register the certificates with the securities depository and custodian institution. The numbering requirement in the preceding paragraph is not applicable.
The Company may be exempted from printing share certificates for the shares issued. The Company not printing its share certificate shall register the issued stock with the securities depository and custodian institution. Requirements in the two preceding paragraphs shall not apply.
Article 7: The Company shall administer all shareholder services in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" and related regulations.
Article 8: In the event of reissue of share certificates due to loss or damage, the Company may charge a fee to cover the cost and the applicable stamp duty.
Article 9: Share transfer registration shall be suspended 60 days prior to the convening date of a regular shareholders' meeting, or 30 days prior to the convening date of a special shareholders' meeting, or 5 days prior to the record date on which dividends, bonuses or other benefits are scheduled for distribution by the Company.
Article 9-1: Transfer of shares to employees at prices below the Company's actual average repurchase price or issue of employee stock options below the market price (net worth per share) are subject to a shareholders' meeting resolution and must be resolved with the presence of shareholders representing more than one- half of the total number of outstanding shares, and voted in favor by more than two-thirds of votes present.

Chapter 3 Shareholders’ Meeting

Article 10: Shareholders’ meeting shall be of two types: general meetings and special meetings. General shareholders’ meetings are convened annually within six months after the end of each fiscal year. Special meetings shall be convened according to the law when necessary. The notice for convening a shareholders' meeting shall be given to each shareholders 30 days before a general meeting and 15 days before a special meeting. The date, location, and purpose of the meeting shall be notified to all shareholders. The notices for the shareholders' meeting prescribed in the preceding paragraph may be distributed in electronic form, subject to agreement by the recipient thereof.
Article 11: A shareholder who cannot attend a shareholders' meeting may appoint a proxy to attend on his/her behalf by executing a power of attorney in accordance with Article 177 of the Company Act.

Article 12: Where a shareholders' meeting is convened by the Board of Directors, the meeting shall be presided over by the Chairman of the Board. In case of his absence, the Chairman shall designate a Director to act on his behalf. In the absence of such designation, the Directors shall elect one person from among themselves to serve as chairman of the meeting.
For shareholders' meetings convened by any other person having the convening right other than the Board of Directors, he/she will act as the chairman of that meeting, however, if there are two or more persons having the convening right, the chairman of the meeting shall by elected from among themselves.
Article 13: All shareholders are entitled to one vote for each share held, except for shares that have no voting power under the circumstances stipulated in Article 179 of the Company Act.
Article 14: Unless otherwise provided for in the Company Act, a resolution shall be adopted if voted in favor by a majority of votes by attending shareholders representing more than one-half of the total number of voting shares.
Article 15: Resolutions made during the shareholders' meeting shall be recorded in the minutes in accordance with Article 183 of the Company Act.

Chapter 4 Directors and Supervisors

Article 16: The Company shall have seven to nine Directors and two to three Supervisors elected at the shareholders' meeting from any individual with legal capacity. The term of office for Directors and Supervisors shall be three years and all shall be eligible for re-election. The total proportion of shares held by all Directors and Supervisors of the Company shall be subject to regulations prescribed by the securities authority.
The Company shall have, among the aforementioned Directors, at least two independent Directors, and the number of Independent Directors shall not be less than one-fifth of the total number of Directors. The Company's Directors and Supervisors shall be elected by the shareholders from among the nominees listed in the roster of candidates based on a candidate nomination system.
The "Directors" referred to in these Articles of Incorporation include Independent Directors.
The candidate nomination system shall be implemented in accordance with Article 192-1 and Article 216-1 of the Company Act.
Article 16-1: Meetings of the Board of Directors shall be convened quarterly and Directors and Supervisors shall be notified of the purpose of the meeting at least seven days in advance. A meeting may be convened at any time in case of urgent circumstances. The notice for a Board of Directors meeting may be made in writing, or by facsimile, email, or other methods.

Article 17: In the case that the number of vacancies on the Board of Directors reaches one-third of the total number of Directors, or that all Supervisors are discharged, then the Board of Directors shall convene, within 60 days, a special shareholders’ meeting to elect succeeding Directors or Supervisors to fill such vacancies; the term of office of the newly elected members shall be the same as remaining term of the predecessor.
Article 18: In case election of the Board of Directors cannot be completed before the expiration of the term of office, the term of office for the existing Directors and Supervisors shall be extended until the new Directors and Supervisors elect assume office.
Article 19: The Board of Directors shall be formed by the Directors. The Chairman and Vice Chairman shall be elected by a majority of votes in a meeting attended by over two-thirds of the Directors. The Board of Directors shall execute all matters of the Company in accordance with applicable laws, regulations, these Articles of Incorporation, and resolutions adopted at shareholders' meeting and by the Board of Directors.
Article 20: The Company's business strategies and other important matters shall be decided by resolutions adopted by the Board of Directors. The first meeting of the Board of Directors for each new term shall be convened in accordance with Article 203 of the Company Act. Other meetings shall be convened and presided over by the Chairman. If the Chairman is unable to perform his/her duties, the Vice Chairman shall act on the Chairman's behalf. If the Vice Chairman is also unavailable or unable to perform his/her duties, the Chairman shall designate one of the Directors to act on his/her behalf. In the absence of such a designation, the Directors shall elect from among themselves an acting Chairman of the Board of Directors.
Article 21: Unless otherwise provided for in the Company Act, the adoption of a resolution at a Board of Directors meeting shall require a majority vote in favor of the resolution by more than one-half of the Directors in attendance of the meeting. If a Director is unable to attend a meeting, he/she may appoint another Director to attend the meeting on his/her behalf by completing the Company's proxy form, specifying the scope of authority with respect to the subjects to be discussed at the meeting. Each Director may act as a proxy for one other Director only.
Article 22: Resolutions adopted at the meeting of the Board of Directors shall be recorded in the minutes and signed or sealed by the Chairman. The minutes shall be distributed to each Director within 20 days after the meeting. The minutes shall include a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept by the Company along with the attendance list with signatures of the Directors in attendance and the proxy authorization forms for proxy attendees.
Article 23: Supervisors of the Company shall exercise their right of supervision individually in accordance with applicable regulation. They may also attend the Board of Director meeting but are not eligible to vote.

Article 23-1: Directors and Supervisors of the Company shall be entitled to remuneration for their duties regardless of profit or loss. The Board of Directors is authorized to determine the remuneration within the standards for maximum salaries established in the Company's Remuneration Policy based on the level of their participation in the Company's operations and the value of their contribution. The Board of Directors may pay transportation allowances to Directors and Supervisors based on prevailing rates in the industry. Directors of the Company who work in the Company shall be entitled to monthly salaries in accordance with salary standards of regular managerial officers in addition to the Director or Supervisor compensation specified in Article 26 of these Articles of Incorporation.
Article 23-2: The Board of Directors is authorized to take out liability insurance for the Directors and Supervisors with respect to the liabilities resulting from exercising their duties during their term of office to reduce the risk of material damages to the Company and shareholders caused by illegal actions of its Directors or Supervisors.

Chapter 5 Managerial Officers and Staff

Article 24: The Company may appoint a number of managerial officers in accordance with applicable regulations. The appointment, dismissal and compensation of such managerial officers shall be governed by Article 29 of the Company Act.

Chapter 6 Final Accounts

Article 25: Article 25: The Board of Directors of the Company shall prepare the following documents at the end of each fiscal year, to be presented to the Supervisors for audit and confirmation 30 days prior to the general shareholders' meeting, and submitted to the general shareholders' meeting for adoption:
Business report.
Financial statements.
Proposal Concerning Distribution of Earnings or Offset of Losses
Article 26: In the event the Company makes profits (i.e. profit before tax and before compensation distribution to the employees, Directors, and Supervisors) in any fiscal year, it shall set aside 1% to 30% of the profits as employee compensation and no higher than 5% of the profits as Directors and Supervisors compensation. If there are cumulative losses, the Company shall reserve a sufficient amount to offset such losses. Employee and Directors and Supervisors compensation shall be resolved by a majority vote at a Board of Director meeting attended by two thirds of the total number of Directors and shall be reported to the shareholders' meeting. The Board of Directors may resolve to distribute employee compensation in stocks or cash and the recipients may include employees of subsidiaries of the Company meeting certain requirements set by the Board of Directors

Article 26-1: Where the Company has a profit at the end of each fiscal year, the Company shall distribute the earnings in the following order:

Pay income tax in accordance with applicable laws.
Offset losses for preceding years.
Allocate 10% as a legal reserve unless and until the accumulated legal reserve has reached the Company’s paid-in capital.
Where necessary, set aside or reverse a special reserve.
With the balance after deductions in the preceding paragraphs together with retained earnings from preceding years, the Board of Directors shall submit the earnings distribution proposal to its shareholders for their approval.
As the Company experiences constant changes in the business environment and is at a stage of stable growth, the Company’s dividend policy depends on factors such as future fund requirements, long-term financial plans, future capital expenditures and maximization of shareholder interests. The Company may retain a portion of earnings based on operational requirements and the remaining amount shall be distributed in cash and stock dividends. The amount of dividends distributed to shareholders shall be no less than 10% of distributable earnings of the current year, and no less than 30% of the shareholders’ dividends shall be in the form of cash.

Chapter 7 Supplemental Provisions

Article 27: The internal organizational rules and bylaws of the Company shall be established separately by the Board of Directors.
Article 28: Matters not addressed in these Articles of Incorporation shall be governed by the Company Act and other applicable regulations.
Article 29: These Articles of Incorporation were enacted and first amended on April 30, 1987. The 2nd amendment was made on March 22, 1989. The 3rd amendment was made on August 30, 1990. The 4th amendment was made on January 15, 1992. The 5th amendment was made on July 29, 1992. The 6th amendment was made on September 29, 1992. The 7th amendment was made on October 29, 1992. The 8th amendment was made on May 10, 1993. The 9th amendment was made on May 22, 1993. The 10th amendment was made on July 3, 1993. The 11th amendment was made on March 2, 1994. The 12th amendment was made on April 20, 1997. The 13th amendment was made on June 6, 1997. The 14th amendment was made on July 15, 1997. The 15th amendment was made on October 15, 1997. The 16th amendment was made on February 10, 1998. The 17th amendment was made on June 10, 1998. The 18th amendment was made on June 30, 1998.

The 19th amendment was made on May 15, 1999. The 20th amendment was made on July 15, 2000. The 21st amendment was made on September 23, 2000. The 22nd amendment was made on July 16, 2001. The 23rd amendment was made on November 9, 2001. The 24th amendment was made on June 28, 2002. The 25th amendment was made on June 9, 2003. The 26th amendment was made on June 11, 2004. The 27th amendment was made on June 14, 2005. The 28th amendment was made on June 14, 2006. The 29th amendment was made on June 15, 2007. The 30th amendment was made on June 13, 2008. The 31st amendment was made on June 10, 2009. The 32nd amendment was made on June 14, 2010. The 33rd amendment was made on June 9, 2011. The 34th amendment was made on June 18, 2012. The 35th amendment was made on June 10, 2015. The 36th amendment was made on June 8, 2016. The 37th amendment was made on June 12, 2018.

These Articles of Incorporation shall be effective and implemented following approval from the shareholders' meeting.

Largan Precision Co., Ltd.

Chairman: En-Chou Lin

Appendix II (Before revision)

Largan Precision Co., Ltd.

"Procedures for the Acquisition or Disposal of Assets"

Chapter 1 General Provisions

Purpose
To protect investments and implement information disclosure, the Company and its subsidiaries shall follow these Procedures in the acquisition or disposal of assets.
Basis
The Procedures are established in accordance with Article 36-1 of the Securities and Exchange Act and (2002) Tai-Cai-Zheng (1) No. 0910006105 Letter of the Financial Supervisory Commission (hereinafter referred to as the FSC) dated December 10, 2002.
The term “assets” as used in the Procedures includes the following:
I. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
II. Real property (including land, houses and buildings, investment property, land usage rights, inventory in construction business) and equipment.
III. Memberships.
IV. Patents, copyrights, trademarks, franchise rights, and other intangible assets. V. Derivatives.
VI. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.
VII. Other major assets.
Investment amount

The limits on the Company and its subsidiaries' acquisition of real property or securities for non-business use shall be restricted to 60% of its total nominal assets (original investment amount). Investments in individual securities shall not exceed 50% of the aforementioned limit which equals 30% of total nominal assets.

Terms used in the Procedures are defined as follows:
I. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, swap contracts, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts,

after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.

II. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law: They refer to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156, Paragraph 8 of the Company Act.
III. Related party and subsidiary: As defined in the Regulations Governing the Preparation of Financial Statements by Securities Issuers.
IV. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
V. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of Board of Directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
VI. Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
Professional appraisers may not be a related party of any party to the transaction Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions for the acquisition or disposal of assets shall not be a related party of any party to the transaction.
Operating procedures
The Company's assessments and decision making regarding the transaction conditions and prices for the acquisition or disposal of assets shall be conducted in accordance with the following regulations:
I. The Company's acquisition and disposal of assets specified in Article 3 that are long-term and short-term securities investments and derivatives shall be assessed and executed by the Finance Department; other assets other than those stated above shall be assessed and executed by relevant departments.
II. For securities other than those traded on Securities exchange or Over-the-counter venue, the transactions specified in the preceding paragraph shall be processed in accordance with the prevailing market prices and the price shall be determined

through tenders, price comparison, or price negotiation.

Duties of the Board of Directors, Audit Committee, Independent Directors and Supervisors
I. With respect to any asset acquisition or disposal that is subject to the approval of the Board of Directors in accordance with the Procedures or other laws or regulation, if any Director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the Director's dissenting opinion to each Supervisor. If the Company has established the position of Independent Directors and expressing any objections or reservations about any matter, it shall be clearly recorded in the minutes of the board meeting.
II. Where an Audit Committee has been established, any transactions involving major assets or derivatives shall be approved by over one-half of all Audit Committee members and submitted to the Board of Directors for resolution. If approval of more than one-half of all Audit Committee members is not obtained, the approval by two-thirds or more of all Board of Directors members is required, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.

Chapter 2 Acquisition or Disposal of Assets

Appraisal report In acquiring or disposing of real property or equipment where the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment held for business use, the Company shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:
I. Where it must adopt a limited price, designated price or special price as a reference basis for the transaction price due to extraordinary circumstances, the transaction shall be submitted for approval in advance by the Board of Directors; the same procedure shall also be followed for any future change to the terms and conditions of the transaction.
II. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers are required.
III. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the

provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:

  - (1) The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.

  - (2) The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.

IV. No more than three months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than six months have elapsed, an opinion may still be issued by the original professional appraiser.
Evaluation of securities transactions

Where the Company acquires or disposes of securities, it shall obtain the financial statements of the issuing company for the most recent period which shall be certified or reviewed by a certified public accountant (CPA) as reference for the appraisal of the transaction price. Where the transaction amount reaches 20% or more of paid-in capital or NT$300 million or more, the Company shall additionally engage a CPA prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. Where the CPA requires the use of expert reports, it shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. This requirement does not apply, however, to securities with publicly quoted prices from an active market, or if it has been otherwise provided by the regulations of the FSC.

Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be used as a substitute for the appraisal report or CPA opinion.

11-1 The calculation of the transaction amounts for the acquisition or disposal of assets shall be done in accordance with 28.2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Level of Authority for the acquisition or disposal of assets

The Board of Directors authorizes the Chairman to approve the Company's acquisition or disposal of assets; alternatively, the acquisition or disposal of assets may be conducted in accordance with the approved authority levels established by the Company.

Chapter 3 Related Party Transactions

When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that provisions in Chapter 2 and this Chapter of the Procedures and necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10% or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in accordance with provisions in the preceding Chapter.
The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 11-1 herein.
Duties of the Board of Directors, Audit Committee, Independent Directors, and Supervisors
I. 14.1 When the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the supervisors:
- (1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
- (2) The reason for choosing the related party as a transaction counterparty.
- (3) With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 13 to Article 15.
- (4) The date and price at which the related party originally acquired the asset, the original transaction counterparty, and that transaction counterparty's relationship to the Company and the related party.
- (5) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
- (6) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article of the Procedures.
- (7) Restrictive covenants and other important stipulations associated with the transaction.
II. The calculation of the transaction amounts referred to in the preceding subparagraph shall be made in accordance with 28.2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction.

Items that have been approved by the Board of Directors and recognized by the Supervisors need not be counted toward the transaction amount.

III. With respect to the acquisition or disposal of equipment held for business use between the Company and its subsidiaries, the Company's Board of Directors may, pursuant to Article 12, delegate individuals to decide such matters when the transaction amount is under NT$300 million and have the decisions subsequently submitted to and ratified by the next Board of Directors meeting.
IV. Where the Company has established the position of Independent Directors, when proposed for discussion by the Board of Directors in accordance with Paragraph 1, any objections or reservations expressed by Independent Directors shall be detailed in the meeting minutes of the Board of Directors.
V. Where the Company has established an Audit Committee, items subject to approval by the Supervisors in Paragraph 1 shall require the approval of a majority of one-half of the Audit Committee members first and submitted to the Board of Directors for resolution. If the approval of one-half of the Audit Committee members is not obtained, the Procedures may be implemented if approved by two-thirds or more of all Board of Directors members, and the resolution of the Audit Committee shall be recorded in the meeting minutes of the Board of Directors.
Evaluation of transactions for acquiring real property from related parties
I. When the Company acquires real property from a related party, it shall evaluate the reasonableness of the transaction costs by the following means:
- (1) Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
- (2) If the related party has previously set up a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70% or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.
II. Where land and building thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and building may be separately appraised in accordance with either of the means listed in Article 15.1.
III. Where the Company acquires real property from a related party, the Company shall appraise the cost of the real property in accordance with Article 15.1 and Article 15.2

and engage a CPA to review the appraisal and render an opinion.

Where the Company acquires real property from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Article 14, and Article 15 shall not apply:
I. The related party acquired the real property thereof through inheritance or as a gift.
II. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property to the signing date for the current transaction.
III. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.
Exceptional cases where the transaction price does not comply with the normal course of operation
I. Where the results of appraisals conducted by the Company in accordance with Article 15.1 and Article 15.2 are uniformly lower than the transaction price, the transaction shall be carried out in accordance with Article 18. However, where the following circumstances exist with objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA, this restriction shall not apply:
- (1) Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
  - a. Where undeveloped land is appraised in accordance with the means in the preceding two articles, and building is calculated according to the related party's construction cost plus reasonable construction profit, the combined amount in excess of the actual transaction price. The "reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
  - b. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices.
  - c. Leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms are similar after calculation of reasonable price discrepancies among floors in

accordance with standard property leasing market practices.

  - (2) Where the Company acquiring real property from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.

II. Completed transactions involving neighboring or closely valued parcels of land in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50% of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property.
Items to be processed if the transaction price does not comply with the normal course of operation
I. Where the Company acquires real property from a related party and the results of appraisals conducted in accordance with Article 15 to Article 17 are uniformly lower than the transaction price, the following steps shall be taken:
- (1) A special reserve shall be set aside in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of stock dividends. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, Paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of the Company's equity stake in the other company if it meets transaction conditions specified in this subsection.
- (2) The Supervisors shall comply with Article 218 of the Company Act and supervise the Company's execution of the actions specified in the preceding subsection.
- (3) Actions taken pursuant to the Subsection 1 and Subsection 2 shall be reported to the shareholders' meeting and the details of the transaction shall be disclosed in the annual report and any investment prospectus.
II. If the Company has set aside a special reserve under the preceding paragraph, it shall not draw on the reserve unless it has recognized the loss on decline in market value of the assets it purchased at a premium; has disposed of the assets or made adequate compensation; or has restored the status quo ante; or there is other evidence confirming that there was nothing unreasonable about the transaction. Agreement from the competent authority of securities is also required.

III. The rules specified in the two preceding paragraphs shall also be followed if there is other evidence showing nonconformity with the normal course of operation when the Company acquires real property from a related party.

Chapter 4 Transaction in Derivatives

The Company shall process derivatives trading in accordance with the Company's "Procedures for Engaging in Derivatives Trading". It shall also pay attention to risk management and auditing matters to implement the internal control system.

Chapter 5 Mergers and Consolidations, Demergers, Acquisitions, and Transfer of Shares

When engaged in mergers, demergers, acquisitions or share transfers, the Company shall, before convening a Board of Directors meeting to approve such matter, engage a CPA, attorney or securities underwriter to provide opinions on the reasonableness of the share exchange ratio, acquisition price, the cash or other property to be distributed to shareholders, etc. The proposal shall be submitted to the Board of Directors for deliberation and approval. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of the Company's merger of a subsidiary in which it directly or indirectly holds 100% of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100% of the respective subsidiaries' issued shares or authorized capital.
When the Company participates in a merger, demerger, or acquisition, it shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders' meeting and include it along with the expert opinion referred to in Article 20 when sending shareholders notification of the shareholders' meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders' meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Where the shareholders' meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders' meeting, the Company shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders' meeting.
When participating in a merger, demerger, or acquisition, the Company shall convene a Board of Directors meeting and shareholders' meeting on the day of the transaction along with other participating companies to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the competent authority of securities is notified in advance of extraordinary circumstances and grants consent. When participating in a transfer

of shares, the Company shall call a Board of Directors meeting on the day of the transaction along with other participating companies, unless another act provides otherwise or the competent authority of securities is notified in advance of extraordinary circumstances and grants consent.

When participating in a merger, demerger, acquisition, or transfer of another company's shares, the Company shall prepare a full written record of the following information and retain it for 5 years for reference: The Company shall, within 2 days counting inclusively from the date of passage of a resolution by the Board of Directors, report the information set out in Subsection 1 and Subsection 2 below in the prescribed format and via the Internet-based information system to the FSC for recordation:

I. Basic identification data for personnel: Including the occupational titles, names, and ID numbers (or passport numbers in the case of foreigners) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.
II. Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of financial or legal advisor, the execution of a contract, and the convening of a Board of Directors meeting.
III. Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of Board of Directors meetings.

Where any of the transaction counterparties participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the Company shall sign an agreement with such company whereby the latter is required to abide by the provisions of the preceding paragraph.

Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.
When participating in a merger, demerger, acquisition, or transfer of shares, the Company may not arbitrarily alter the share exchange ratio or acquisition price unless under the circumstances listed below, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:
I. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity-based securities.

II. An action, such as a disposal of major assets, that affects the Company's financial operations.
III. An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
IV. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
V. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
VI. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
The contract for participation by the Company in a merger, demerger, acquisition, or transfer of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:
I. Handling of breach of contract.
II. Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
III. The amount of treasury stock participating companies is permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
IV. The manner of handling changes in the number of participating entities or companies.
V. Preliminary progress schedule for plan execution, and anticipated completion date.
VI. The relevant procedures of the expected convening dates of shareholders' meeting based on laws when a plan is overdue and still not completed.
After public disclosure of the information, if the Company intends further to carry out a merger, demerger, acquisition, or transfer of shares with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or transfer of shares; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the Board of Directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Article 22, Article 23, and Article 26.

Chapter 6 Information Disclosure

Items that require public announcement and regulatory filing
I. When acquiring or disposing of assets, the Company shall publicly announce and report the relevant information on the website designated by the competent authority of securities in the appropriate format as prescribed by regulations of the FSC within 2 days counting inclusively from the date of occurrence of the event under any of the following circumstances:
- (1) Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
- (2) Merger, demerger, acquisition, or transfer of shares.
- (3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts.
- (4) Where machinery and equipment for business use are acquired or disposed with a transaction counterparty that is not a related party and the transaction amount reaches NT$500 million or more.
- (5) Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the company expects to invest in the transaction reaches NT$500 million or more.
- (6) Where an asset transaction other than any of those referred to in the preceding five subsections, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20% or more of paid-in capital or NT$300 million or more; provided, this shall not apply to the following circumstances:
  - a. Trading of government bonds.
  - b. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
II. The amount of transactions above shall be calculated as follows:
- (1) The amount of any individual transaction.
- (2) The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding

year.

  - (3) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property within the same development project within the preceding year.

  - (4) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

  - (5) The "within one year" mentioned in Article 28.2 shall refer to the one year preceding the date of occurrence of the current transaction. Items duly announced in accordance with the Procedures need not be counted toward the transaction amount.

When the Company at the time of public announcement of the acquisition or disposal of assets makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall again be publicly announced and reported in their entirety within two days of learning the error or omission.
When acquiring or disposing of assets, the Company shall keep at the Company all relevant contracts, meeting minutes, log files, appraisal reports and opinions of the certified public accountant, attorney and securities underwriter which they shall be retained for five years, except where another law provides otherwise.
Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with Article 28 to Article 30, a public report of relevant information shall be made on the website designated by the competent authority of securities within two days counting inclusively from the date of occurrence of the event:
I. Change, termination, or rescission of a contract signed in regard to the original transaction.
II. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
III. Change to the originally publicly announced and reported information.
Items to be disclosed in financial statements
Where the Company's acquisition or disposal of assets reaches criteria for public announcement and publication in accordance with Article 28 in the Procedures, and the counterparty to such transaction is a de facto related party, the Company shall disclose the published contents in the notes of the financial statements and report to the shareholders' meeting.

Chapter 7 Supplemental Provisions

Items that require public announcement and regulatory filing by subsidiaries
I. In the event that a subsidiary is not a domestic publicly listed company, the Company shall, on behalf of the subsidiary, carry out relevant information announcement and reporting when the acquisition or disposal of assets by such subsidiary is within the scope of Chapter 6 herein.
II. With regard to the threshold for announcement or reporting by subsidiaries prescribed in Article 28.1 regarding the 20% of paid-in capital or 10% of total assets, the calculation basis for the threshold shall be the paid-in capital or total assets of the Company.
The Company shall ensure that subsidiaries establish and implement the "Procedures for the Acquisition or Disposal of Assets".
Any employee of the Company who violates these Procedures shall be subject to disciplinary actions in accordance with the relevant human resources management policies of the Company.
Where an Audit Committee has been established, the provisions relating to Supervisors in Article 8, 14, and 37 shall apply mutatis mutandis to the Audit Committee. In addition, Article 18.1 Subsection 2 shall apply mutatis mutandis to the Independent Director members of the Audit Committee.
I. For the calculation of 10% of total assets under these Procedures, the total assets stated in the most recent parent company only financial statements or individual financial statements prepared under the Regulations Governing the Preparation of Financial Statements by Securities Issuers shall be used.
Implementation and revision
I. The Procedures shall first be passed by the Board of Directors and delivered to all Supervisors before it is submitted to the shareholders' meeting for approval and implementation. The same shall apply to any amendment. If a Director expresses objection and records or written statements are available, the information regarding the Director's objection shall be submitted to the Supervisors. If the Company has established the position of Independent Directors and if there are any objections or reservations expressed, it shall be clearly recorded in the minutes of the board meeting.
II. Where an Audit Committee has been established, the establishment or revision of the Procedures shall first be approved by one-half of all Audit Committee members and it shall be submitted to the Board of Directors for resolution. If the approval of at least

one-half of all members of the Audit Committee is not obtained, the Procedures may be implemented if approved by at least two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.

Any matters not set forth in these Procedures shall be handled in accordance with the related laws and regulations.

Appendix III (Before revision)

Largan Precision Co., Ltd.

"Procedures for Engaging in Derivatives Trading"

Purpose

To facilitate information disclosure and enhance the Company's risk management system for derivatives transactions, the Company established the Procedures in accordance with (2002) Tai-Cai-Zheng (1) No. 0910006105 Letter of the Securities and Futures Institute (hereinafter as SFI) of the Ministry of Finance dated December 10, 2002.

Definitions and scope of application
I. The "derivatives" specified in these Procedures refer to contracts (e.g. forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from assets, interest rates, foreign exchange rates, indices or other interests; or compound contracts combining the above contracts).
II. The term "forward contracts" in these Procedures does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) agreements.
III. Bond margin trading shall also be governed by these Procedures.
Transaction categories
Transactions related to interest rate, exchange rate, or other subjects including spot trading, forward contracts, options, packaged investment products, and other derivatives.

4. Hedging strategy

The foreign exchange operations conducted through the products specified in the preceding article are only conducted to evade foreign exchange risks in operations and fund allocation. The Company may not conduct any opportunist transactions and the currencies held by the Company must meet the Company's actual foreign currency requirements for import/export.
Division of powers and responsibilities

The finance planning team is responsible for formulating and executing strategies for derivatives transactions and regular assessments and reports on the Company's positions. The Board of Directors assigns senior management personnel from outside the finance planning team to take charge of the assessment, supervision, and control of related risks.

Performance evaluation guidelines

The finance planning team shall evaluate the operating performance every week based on market prices and it shall regularly report to the Chairman every month to review the hedging strategy it has adopted.

Total contract value
The total value of forward foreign exchange transaction contracts shall not exceed the Company's total demand for foreign currencies in actual import/export operations. When a foreign currency option transaction is evaluated based on the market price, the total amount of the transaction contract for the exercise of the option that the Company may be required to perform shall not be more than US$10 million.
Upper limit on losses for all individual contracts Losses from derivatives transaction contracts shall not exceed 15% of the contract price. This restriction shall be applicable to any individual contract and all contracts.
Amount and levels of authority delegated and unit responsible for implementation
The finance planning team shall evaluate and select financial institutions with superior conditions and sign credit limit contracts after obtaining approval from the Chairman of the Board. It shall also perform derivatives transactions within the limit.
Operating procedures
I. After the completion of a derivatives transaction and confirmation by the confirmation personnel, the settlement personnel shall be notified immediately.
II. The settlement personnel shall perform settlement procedures in accordance with the notice provided by the confirmation personnel.
III. The Company shall establish a log book for its derivatives transactions, which shall contain details for record about the type and amount of the derivative transactions and the date resolved by the Board of Directors, and also include other items to be evaluated in accordance with regulations.
Public announcement and regulatory filing
After the completion of a derivatives transaction and confirmation by the confirmation personnel, the transaction shall be reported in accordance with related regulations. The Company shall compile monthly reports on the status of derivative transactions conducted up to the end of the preceding month by itself and any of its subsidiaries that are not publicly-listed companies in Taiwan. The information shall be transmitted to the information reporting website specified by the SFI before the 10th of each month using the required format.

Accounting procedures
I. The finance planning team shall immediately deliver cash income and expenditures derived from foreign exchange operations to the accounting unit of the Finance Department for accounting.
II. Unless otherwise specified in these Procedures, the Company's accounting methods for derivatives transactions shall be based on related regulations of the accounting system.
Internal control
I. The personnel that deal with derivatives transaction, make confirmation of these transactions and make settlements of these transactions shall not be the same.
II. The scope of risk management shall include credit, market price, fluidity, cash flow volume, operations and legal risks. Risk measurement, monitoring, and control personnel shall be assigned to a different department that the personnel in the preceding paragraph and shall report to the Board of Directors or senior management personnel with no responsibility for trading or position decision-making.
III. The Company shall assess its derivative transaction positions at least once a week. Hedging transactions conducted to meet business requirements shall be assessed at least twice a month. Assessment reports shall be presented to the senior management personnel authorized by the Board of Directors.
IV. The senior management personnel authorized by the Board of Directors shall pay close attention to the supervision and control of risks in derivatives transactions at all times. They shall periodically assess whether the performance of derivatives transactions meet established management strategies and whether the undertaken risks are within the range acceptable to the Company. They shall also periodically evaluate whether the current risk management measures are appropriate and whether they have been carried out in accordance with related regulations in the Procedures.
V. When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the board of directors; where a company has independent directors, an Independent Director shall be present at the meeting and express an opinion.
Internal audit
Internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly inspection of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, all Supervisors shall be notified in writing, and related personnel shall be penalized commensurate with the violation.

Enforcement and amendment
The Procedures shall first be passed by the Board of Directors and delivered to all Supervisors before it is submitted to the shareholders' meeting for approval. The same shall apply to any amendment. If a Director expresses objection and records or written statements are available, the Company shall submit information regarding the Director's objection to Supervisors.

In addition, the opinions of Independent Directors shall be taken into full consideration in discussions in the Board of Directors meeting on these Procedures in accordance with the preceding paragraph. Independent Directors’ assenting or dissenting opinions and reasons of dissent shall be included in the meeting minutes.

Appendix IV (Before revision)

Largan Precision Co., Ltd.

(I) "Rules for Loaning of Funds"
Purpose
To facilitate information disclosure and enhance the Company's risk management system for loaning funds to others, the Company's loans to others shall be processed in accordance with these Procedures.
Eligible entities
I. Entities that conduct business transactions with the Company.
II. Where an inter-company short-term financing facility with the Company is necessary. III. The term "short-term" as used in the preceding paragraph means one year, or where the Company's operating cycle exceeds one year, one operating cycle.
IV. Loans between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares.
Reason and necessity for loans to others
I. Where the Company provides loans to a company or firm with which it does business, the loans shall be provided in accordance with Article 4.2. Where a loan is provided due to short-term financing needs, it shall be restricted to the following circumstances:
- (1) Where it is necessary to loan short-term financing to foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares.
- (2) A company or firm that requires short-term financing due to procurement of materials or operation turnover requirements.
- (3) Other situations where the Board of Directors of the Company agrees to loan.
Aggregate amount of loans and the maximum amount permitted to a single borrower
I. The Company's total loans shall not exceed 40% of the Company’s net worth.
II. Individual loans to a company or firm with which the Company does business shall be limited to the transaction amount between both parties. The transaction amount means the sales or purchasing amount between the parties, whichever is higher.
III. The restriction regarding 40% of the lender's net worth or the financing period of one year or one operating cycle shall not apply to inter-company loans of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares if the loan is required for short-term financing purposes. The loan period shall be in accordance with Article 8.1.

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Credit assessment procedures
I. In the Company's processing of loans, the borrower shall be required to submit necessary company information and financial information and file a written application to the Company for a loan limit.
II. After the Company receives the application, the Finance Department shall investigate and assess the business operated by the borrower, its financial position, solvency, credit, profitability, and purpose of the loan and prepare a report.
III. The Finance Department shall investigate and carefully assess the recipients of loans, and the evaluation shall include at least the following:
- (1) Necessity and rationality for loans to others.
- (2) Assessment of whether the loan and the amount are necessary based on the financial status of the borrower.
- (3) Verification of whether the accrued loan amount is within the limit.
- (4) Impact on the Company's business operations, financial status and shareholders' interest.
- (5) Whether collateral must be obtained and appraisal of the value thereof.
- (6) The borrower's credit assessment and risk evaluation.
Security procedures

When the Company processes a loan, it shall obtain a guarantee note of equivalent value. When necessary, the Company shall obtain and record liens on chattel or real property. Where the borrower provides individuals or companies as proof of equivalent financial means and credit in lieu of collaterals for the aforementioned debt, the Board of Directors may consider the opinions of the Finance Department for implementation; where a company is used as a guarantee, the Company shall pay attention to whether provisions for guarantees are established in its articles of incorporation.

Scope of authorization
I. In the Company's processing of loans, after the credit assessment by the Finance Department of the Company, the application shall be submitted to the Chairman for approval and submitted to the Board of Directors for resolution to be implemented and cannot be delegated to other individuals to determine such matters.
II. For funds loaning between the Company and its subsidiaries, or between the subsidiaries of the Company, the matter shall in accordance with the preceding paragraph be submitted to the Board of Directors for resolution. Additionally, the Chairman may be authorized to provide the loans in installment or revolver for a period of not more than one year to the same entity receiving the loan, provided that the amount of the loan is within the specific amount resolved upon by the Board of Directors.

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III. The specific amount specified in the preceding paragraph shall meet requirements in Article 2.4. In addition, the loan limit authorized by the Company or its subsidiaries to any single company shall not exceed 10% of the Company's net worth on its most current financial statements.
Duration of loans and calculation of interest
I. As a principle, the duration of each loan shall not exceed 180 days. In the event of special circumstances, the duration of the loan may be extended, based on actual requirements, with the approval of the Board of Directors.
II. The loan interest rate shall not be lower than the Company's highest interest rate for short-term loans from financial institutions. As a principle, the calculation of loan interest shall be calculated on a monthly interest repayment basis. In the event of special circumstances, adjustments may be provided with the approval of the Board of Directors based on actual requirements.
Post-loan management measures and overdue loan processing procedures
I. After the loans are allocated, the Company shall pay attention to the finance, business, and related credit status of the borrower and guarantor. Where collateral is provided, it shall pay attention to changes in the value of the collateral. In the event of material changes, it shall immediately report to the Chairman and follow instructions for handling the matter.
II. When the borrower repays the loan upon the expiry date or in advance, the payable interest shall be calculated and repaid along with the principal before the Company may rescind and return the promissory note to the borrower or release the liens.
III. The Borrower shall immediately repay the principal and interest on the expiry date of each loan. Where the loan cannot be repaid upon expiry, the borrower shall file a request in advance and the loan may be extended with the approval of the Board of Directors. The extension of each loan shall not exceed three months and only one extension may be granted. In the case of a violation, the Company may take actions in accordance with applicable laws to seek compensation from the collateral or guarantors provided by the borrower.
Internal control
I. The Company shall establish log books for loans and register the borrower, the amount, the date of passage by the Board of Directors, the date of the loan, and the matters to be carefully evaluated in accordance with the rules.
II. Where a change in the Company causes the amount to exceed the limit, a rectification plan shall be formulated and delivered to the Supervisors to enhance internal control and management of the Company.

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III. The Company's loans to others shall be processed in accordance with the rules and procedures. In the event when a material violation is found, related personnel shall be penalized commensurate with the violation.
IV. Where a change in the Company causes the borrower to be incompatible with this Rules or causes the amount to exceed the limit, a rectification plan shall be formulated, delivered to the Supervisors, reported to the Board of Directors, and implemented to complete rectification based on the timeframe set out in the plan.
Internal audit
The Company's internal auditors shall audit the operation procedures of loaning funds to others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Supervisors in writing of any material violation found, if any.
Public announcement and regulatory filing
I. The Company shall publicly announce and file the previous month's balance of the Company’s and its subsidiaries’ loans to others before the 10th day of each month.
II. Where the Company's balance of loans reaches one of the following levels, the Company shall announce and report such event within two days commencing immediately from the date of occurrence:
- (1) The balance of loans to others reaches 20% or more of the Company's net worth as specified in the Company latest financial statements.
- (2) The balance of loans for a single company reaches 10% or more of the Company's net worth as stated in the latest financial statements.
- (3) The amount of new loans made by a public company or its subsidiaries reaches NT$10 million or more, and reaches 2% or more of the public company's net worth as stated in its latest financial statement.
- (4) The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to the preceding subsections.

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Other items
I. The Company shall evaluate the conditions of the loans and set aside adequate reserve for bad debts. It shall also adequately disclose related information in its financial reports and provide related information to the certified public accountant for implementation of necessary auditing procedures and submission of a suitable audit report.
II. 13.2. Any matters that are not addressed herein shall be governed by relevant laws and the Company's related regulations.

14. Enforcement and amendment

Once the Operation Procedures are passed by the Board of Directors, they shall be submitted to the Supervisors and reported to the shareholders' meeting for consent. If a Director expresses an objection and records or written statements are available, information regarding the Director's objection shall be submitted to Supervisors and to the shareholders' meeting for discussion. The same shall apply to any revision.

When the Operation Procedures for Loans to Others is submitted to the Board of Directors for discussions in accordance with the preceding paragraph, the opinions of each Independent Director shall be taken into full consideration, and Independent Directors’ opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board of directors' meeting.

(II) "Rules for Endorsements/Guarantees"

Purpose

To facilitate information disclosure and enhance the Company's risk management system for endorsements/guarantees, the Company's endorsements/guarantees shall be processed in accordance with these Procedures.

Definitions and scope of application
I. Financing endorsements/guarantees. (1) Bill discount financing.
- (2) Endorsement/guarantee made to meet the financing needs of another company.
- (3) Issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the Company itself.
II. Customs duty guarantee
- It refers to endorsement/guarantee for the Company itself or another company with respect to customs duty matters.
III. Other endorsements/guarantees
- (1) Any creation by the Company of a pledge or mortgage on its chattel or real

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property as security for the loans of another company.

  - (2) Other endorsements/ guarantees that cannot be classified into the above items.

Recipient of endorsement/guarantee
I. Besides cases where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry for purposes of undertaking a business project or where all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages, other recipients of endorsements/guarantees shall be restricted to the following companies:
- (1) A company with which it does business.
- (2) A company in which the Company directly and indirectly holds more than 50% of the voting shares.
- (3) A company that directly and indirectly holds more than 50% of the voting shares of the Company.
- (4) Endorsements/guarantees may be made with and between companies in which the Company holds, directly or indirectly, more than 90% of the voting shares.
Limits of endorsement/guarantee
I. The total amount of endorsements/guarantees provided by the Company shall not exceed 40% of the Company's net worth. The maximum endorsements and guarantees for any single enterprise, except for companies in which the Company holds 100% of the voting shares, shall not exceed 10% of the Company's net worth. The Company’s and subsidiaries' total endorsements/guarantees for external entities shall not exceed 40% of the Company’s net worth. The maximum endorsements/guarantees to any single enterprise shall not exceed 10% of the Company’s net worth. The net worth shall be based on the most current financial statements audited or reviewed by the certified public accountants.
II. Where the Company provides endorsements/guarantees due to business transactions, besides the restrictions specified above, the amount shall further not exceed the transaction amount between the parties. The transaction amount means the sales or purchasing amount between the parties, whichever is higher.
Decision-making and authorization level
I. The Company's endorsements/guarantees must be approved in a resolution of the Board of Directors before implementation. If the Company has established the position of Independent Director, the opinions of each Independent Director shall be taken into full consideration and Independent Director’s opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the

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minutes of the Board of Directors' meeting. The Board of Directors may authorize the Chairman to decide such matters for endorsements/guarantees within NT$20 million in accordance with related provisions herein and have the decisions subsequently submitted to the next Board of Directors meeting for ratification and reported to the shareholders' meeting for the record. Where a subsidiary in which the Company holds, directly or indirectly, more than 90% of the voting shares provides endorsements/guarantees in accordance with Article 3.1.4, it shall submit the proposal to the Company's Board of Directors for approval before implementation, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares.

II. Where the Company needs to exceed the limits set out in this Rules to satisfy its business requirements, and where the conditions set out in this Rules are complied with, it shall obtain approval from the Board of Directors and half or more of the Directors shall act as joint guarantors for any loss that may be caused to the company by the excess endorsement/guarantee. It shall also amend the Operational Rules for Endorsements/Guarantees accordingly and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the company shall adopt a plan to discharge the amount in excess within a given time limit. Where the Company has established the position of independent director, when it makes endorsements/guarantees for others, it shall take into full consideration the opinions of each independent director; independent directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors' meeting.
Procedures for making endorsements/guarantees
I. When the Company processes an endorsement/guarantee, the recipient of endorsement/guarantee shall submit an application form and file an application to the Finance Department of the Company. The Finance Department shall conduct a credit investigation on the recipient of endorsement/guarantee, evaluate the risks, and prepare evaluation records. Once they are reviewed, they shall be presented to the CEO and Chairman for approval. Where necessary, the Company shall be required to obtain collateral.
II. The Finance Department shall conduct a credit investigation and risk assessment on the recipient of endorsement/guarantee and the evaluation shall include the following:
- (1) The necessity and rationality of endorsements/guarantees;
- (2) Assessment of whether the endorsement/guarantee and the amount are necessary based on the financial status of the recipient of endorsement/guarantee.
- (3) Verification of whether the accrued endorsement/guarantee amount is within the

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limit.

  - (4) Where the Company provides endorsements/guarantees due to business transactions, it shall assess whether the amount of the endorsements/guarantees is within the limit.

  - (5) Impact on the Company's business operations, financial status and shareholders' interest.

  - (6) Whether collateral must be obtained and appraisal of the value thereof.

  - (7) The records of the credit assessment and risk evaluation regarding the endorsement/guarantee, as a reference.

III. The Finance Department shall establish a log book for its endorsement/guarantee activities and record in detail the following information for the record: the entity for which the endorsement/guarantee is made, the amount, the date of passage by the Board of Directors, or the date of authorization by the Chairman of the Board, the date the endorsement/guarantee is made, and the matters to be carefully evaluated in the preceding paragraph.
IV. The Finance Department of the Company shall evaluate or record the contingent loss for endorsements/guarantees and shall adequately disclose information on endorsements/guarantees in its financial reports. It shall provide related information to the certified public accountants for implementation of necessary audit procedures and submission of a suitable audit report.
V. If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Rules endorsement/guarantee amount exceeds the limit, the endorsement/guarantee amount or the portion that exceeds the limit for such entity shall be completely terminated upon the expiry of the contract or within a specific deadline based on the rectification plan formulated by the Company. The related rectification plans shall be delivered to all Supervisors and reported to the Board of Directors. The Company shall complete the rectification according to the timeframe set out in the plan.
Discharge of guarantees and endorsements
I. 7.1 Where related certificates or bills must be discharged due to the repayment or extension of a debt, the recipient of endorsement/guarantee shall issue a formal letter and deliver the certificates to the Finance Department of the Company which shall apply the "discharged" seal and return the certificates. The application letter shall be retained for record.
II. 7.2 The Finance Department shall register the discharge of endorsements and guarantees into the endorsement/guarantee log book to reduce the endorsement/guarantee amount.

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Internal control
I. The Company's endorsements/guarantees to others shall be processed in accordance with the procedures herein. In the event when a material violation is found, related personnel shall be penalized commensurate with the violation.
II. If the recipient of the endorsement/guarantee is a subsidiary whose net worth is lower than half of its paid-in capital, the Company shall specify and establish subsequent related management and control measures.
III. In the case of a subsidiary with shares having no par value or a par value other than NT$10, the paid-in capital shall be calculated, in accordance with Article 8.2, as the sum of the share capital plus capital surplus – additional paid-in capital.
Internal audit
The Company's internal auditors shall audit the procedures for making of endorsements/guarantees and the implementation at least once every quarter and prepare written records accordingly. They shall promptly notify the Supervisors in writing of any material violation found.
Specimen chop custody and procedures
I. The Company shall use the corporate chop registered with the Ministry of Economic Affairs as the dedicated chop for endorsements/guarantees. The chop and guarantee bills shall be kept in the custody of a designated person and they shall be used to seal or issue negotiable instruments only in prescribed procedures. The approval of the Board of Directors shall be required for the appointment, dismissal, or replacement of the person responsible for the custody of the chop.
II. When making a guarantee for a foreign company, guarantee agreement issued by the Company shall be signed by an individual with authorization from the Board of Directors.
Public announcement and regulatory filing procedures
I. The Company shall publicly announce and file the previous month's balance of endorsements/guarantees of the Company and its subsidiaries before the 10th day of each month. Where the balance of endorsements/guarantees reach one of the following levels, the Company shall announce and report such event within two days commencing immediately from the date of occurrence:
- (1) The balance of endorsements/guarantees reaches 50% or more of the Company's net worth as stated in the latest financial statements.
- (2) The balance of the endorsements/guarantees for any single company reaches 20% or more of the Company's net worth as stated in the latest financial statements.

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(3) The balance of the endorsements/guarantees for any single company reaches NT$10 million and the endorsements/guarantees for the Company, long-term investments, and the total balance of loans reach 30% or more of the Company's net worth as stated in the latest financial statements.
(4) The amount of new endorsements/guarantees made by a public company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more of the public company's net worth as stated in its latest financial statement.
(5) The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to the preceding paragraph.
Any matters that are not addressed herein shall be governed by relevant laws and the Company's related regulations.

13. Enforcement and amendment

The Regulations shall first be passed by the Board of Directors and delivered to all Supervisors before it is submitted to the shareholders' meeting for consent. If a Director expresses an objection and records or written statements are available, the Company shall submit information regarding the Director's objection to Supervisors and to the shareholders' meeting for discussion. The same shall apply to any revision.

The opinions of Independent Directors shall be taken into full consideration in discussions in the Board of Directors meeting on the Rules in accordance with the preceding paragraph. Independent Directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors' meeting.

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Appendix V

Largan Precision Co., Ltd.

Rules and Procedures of Shareholders' Meeting

Article 1: Unless otherwise provided for in applicable laws or regulation, shareholders' meetings of this Company (hereinafter referred to as the Company) shall be conducted in accordance with these Rules and Procedures.
Article 2: The Company shall provide attending shareholders with an attendance book to sign in, or attending shareholders may submit attendance cards in lieu of signing in. The number of attending shares shall be calculated according to the attendance book and the attendance cards submitted plus the number of shares exercised by correspondence or electronic means.

Article 3: Attendance and voting rights at shareholders’ meetings shall be calculated based on the numbers of shares represented.

Article 4: The venue of shareholders’ meetings shall be on the Company’s premises or at another place convenient for shareholders to attend and suitable for such a meeting. The meeting shall begin no earlier than 9 a.m. and no later than 3 p.m.
Article 5: If a shareholders' meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall be the chairman presiding at the meeting. If the Chairman of the Board of Directors is on leave or unable to perform his duties for any other reason, the Vice Chairman shall preside at the meeting on the Chairman's behalf. If the Vice Chairman is also on leave or unable to perform his duties for any other reason, the Chairman of the Board of Directors shall appoint a Managing Director to act on his behalf. If there are no Managing Directors, the Chairman shall appoint a Director to act on his behalf. If the Chairman does not make such a designation, the Managing Directors or Directors shall select one person from among themselves to serve as chair.

If the shareholders' meeting is convened by any other person entitled to convene the meeting other than the Board of Directors, such person shall be the chair of the meeting.

Article 6: The Company may appoint designated counsel, certified public accountants or other relevant persons to attend the shareholders' meeting.

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Staff handling administrative affairs of a shareholders' meeting shall wear identification badges or armbands.

Article 7: The Company's shareholders’ meetings must be videotaped or audio recorded and kept for at least one year.

Article 8: The chair shall call the meeting to order at the appointed time. However, if the attending shareholders do not represent more than one-half of the total number of issued shares, the chair may postpone the meeting time. No more than two such postponements, for a combined total of no more than one hour shall be made. If after two postponements the attending shareholders still represent less than one-half of the total number of issued shares but represent more than one-third of the total issued shares, provisional resolutions may be adopted in accordance with Article 175, Paragraph 1 of the Company Act.

If during the process of the meeting the number of issued shares represented by the shareholders present becomes sufficient to constitute the quorum, the chair may submit the provisional resolutions to the meeting for approval in accordance with Article 174 of the Company Act.

Article 9: The agenda of the shareholders’ meeting shall be set by the Board of Directors if the meeting is convened by the Board of Directors. The meeting shall proceed in accordance with the agenda unless otherwise resolved at the meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting that is convened by any person other than the Board of Directors entitled to convene a meeting.

Unless otherwise resolved at the meeting, the chair cannot announce adjournment of the meeting before all the items (including extemporary motions) listed in the agenda are resolved.

The shareholders cannot designate any other person as chair and continue the meeting in the same or another place after the meeting is adjourned.

Article 10: When a shareholder presents at the meeting wishes to speak, a speaker’s slip shall be filled out with summary of the speech, the shareholder's number (or the number on their attendance card) and the name of the shareholder. The sequence of speeches by shareholders shall be decided by the chair.

If a shareholder present at the meeting submits a speaker’s slip but does not speak, the

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shareholder shall be deemed to have not spoken.

In case the contents of the speech of a shareholder are inconsistent with the contents of the speaker’s slip, the spoken content shall prevail.

Unless otherwise permitted by the chair and the speaking shareholder, no shareholder shall interrupt the speech of other shareholders, otherwise the chair shall stop such interruption.

Article 11: Unless otherwise permitted by the chair, each shareholder shall not speak more than twice on the same discussion item and each speech may not exceed five minutes. If a shareholder violates the rules outlined in the preceding paragraph or exceeds the scope of the discussion item, the chair may stop the shareholder’s speech.
Article 12: Any legal entity designated as proxy by a shareholder to be present at the meeting may appoint only one representative to attend the meeting.

If a legal entity is a shareholder and designates two or more representatives to attend the meeting, only one representative can speak for each discussion item.

Article 13: After the speech of a shareholder, the chair may respond in person or designate another person to respond.
Article 14: The chair may announce to end the discussion of any resolution and call for a vote if the chair deems it appropriate.
Article 15: The chair shall appoint persons responsible for monitoring and counting ballots e However, the persons responsible for monitoring ballots must be shareholders. The result of voting shall be announced on-site at the meeting and placed on record.
Article 16: During the meeting, the chair may, at his discretion, set time for intermission.
Article 17: A resolution shall be adopted by a majority of the votes represented by the shareholders present at the meeting. At the time of a vote, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders for each proposal, followed by a poll of the shareholders. On the same day after the meeting, the results of each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System.

All shareholders are entitled to one vote for every share held, except for the circumstances stipulated in Article 179 of the Company Act where shares are not assigned voting rights. When one person is concurrently appointed as proxy by two or

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more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. Any excess of that percentage shall not be included in the calculation.

Article 18: When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the sequence of voting. If any one of them has been adopted, the other proposals will then be deemed vetoed, and no further voting shall be required.
Article 19: The chair may instruct disciplinary officers (or security personnel) to help maintain order at the meeting place. Such disciplinary officers or security personnel shall wear arm bands which identify their roles as "Disciplinary Officer."
Article 20: These Rules and Procedures shall be implemented following approval by a shareholders' meeting. The same applies in the case of amendments.

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Appendix VI

Largan Precision Co., Ltd.

Procedures for Election of Directors and Supervisors

Article 1: The election of Company's Directors and Supervisors shall be conducted in accordance with these Procedures.
Article 2: The Company’s Directors and Supervisors shall be elected by a cumulative voting method. Each share will have voting rights in number equal to the Directors or Supervisors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 2-1 The Company shall appoint no less than five Directors in the Board of Directors. More than half of the Directors and at least one Supervisor must be persons without any of the following relationship with other Directors or Supervisors:
Spousal relationship;
Familial relationship within the second degree of kinship.
Article 2-2 When an elected Director or Supervisor does not meet the conditions in the preceding article, determination of which Directors or Supervisors are elected shall be made according to the following provisions:
When there are some among the Directors who do not meet the conditions, the election of the Director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.
When there are some among the Supervisors who do not meet the conditions, the provisions of the preceding subparagraph shall apply mutatis mutandis.
When there are some among the Directors and Supervisors who do not meet the conditions, the election of the Supervisor receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.
Article 3: The number of Directors and Supervisors will be as specified in the Company's Articles of Incorporation, with voting rights separately calculated for Independent and non-Independent Director positions. Candidates receiving ballots representing the highest number of voting rights shall be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, lots shall be drawn to decide who is elected. The chair shall draw lots on behalf of any person absent.

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A shareholder simultaneously elected as Director or Supervisor shall choose to serve as a Director or Supervisor.

Article 4: Ballots shall be prepared and issued by the Company and numbered based on the shareholder's account number or the attendance card number with the number of votes specified. Attendance card numbers may be printed on the ballot instead of using the names of voting shareholders. m
Article 5: Before the election begins, the chair shall appoint persons responsible for monitoring and counting ballots to perform their respective duties. The ballot boxes shall be prepared by the Company and inspected in public by the ballot monitoring personnel before voting commences.
Article 6: The election of the Company's Independent Directors shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. The Company shall review the nominees’ qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act. The Company may not arbitrarily add requirements for documentation of other qualifications. The results of the review shall be provided to shareholders for their reference, so that qualified Independent Directors will be elected
Article 7: The voter must specify the name of the candidate in the "candidate" field of the ballot, and may also specify the shareholder account number.
Article 8: A ballot is invalid under any of the following circumstances:
A ballot not in compliance with these Procedures.
A blank ballot placed in the ballot box.
The writing unclear and illegible or altered.
Candidate name entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or if the candidate is not a shareholder, a cross-check shows that the candidate's name and identity card number do not match.
Other words or markings entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.
The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number provided in the ballot to identify such individual.
The sum of voting rights cast by a voter exceeds the sum of voting rights held by the voter.
Article 9: The ballots shall be viewed and counted onsite after completion of voting and appointed personnel shall monitor the ballots. The results of the vote shall be

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announced by the chair onsite.

Article 10: The Company shall issue notifications to the persons elected as Directors or Supervisors after the shareholders' meeting.
Article 11: Matters not provided herein shall be governed by the Company Act and other applicable laws and regulations.
Article 12: These Procedures shall be implemented following approval by a shareholders’ meeting. The same applies in the case of amendments.

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Appendix VII

Largan Precision Co., Ltd.

Shareholding of Directors and Supervisors

Shareholding of Directors and Supervisors	Shareholding of Directors and Supervisors	Shareholding of Directors and Supervisors	Shareholding of Directors and Supervisors	Shareholding of Directors and Supervisors	Shareholding of Directors and Supervisors	Shareholding of Directors and Supervisors
Book closure date: April 14,2019
Position	Name	Date elected	Shares held at the time of election		Shareholding as recorded in the shareholder register on the bookclosure date
			Number of shares held	Percentage of shares held(%)	Number of shares held	Percentage of shares held(%)
Chairman	En-Chou Lin	2016.06.08	4,111,142	3.06%	2,861,142	2.13%
Vice Chairman	En-PingLin	2016.06.08	6,019,652	4.49%	3,379,506	2.52%
Director	Shih-Ching Chen	2016.06.08	6,756,831	5.04%	6,756,831	5.04%
Director	Tsui-Ying Chiang	2016.06.08	6,625,569	4.94%	6,625,569	4.94%
Director	Ming-Yuan Hsieh	2016.06.08	3,606,585	2.69%	3,606,585	2.69%
Director	Yao-YingLin	2016.06.08	2,526,036	1.88%	1,526,036	1.14%
Director	Po-Jen Liang	2016.06.08	1,218,802	0.91%	1,207,802	0.90%
Independent Director	Ming-Hua Peng	2016.06.08	8,604	0.01%	56,604	0.04%
Independent Director	Shan-Chieh Yen	2016.06.08	No shares held	0%	No shares held	0%
Supervisor	Chung-Jen Liang	2016.06.08	2,098,721	1.56%	2,091,721	1.56%
Supervisor	Hsiao-Pei Su	2016.06.08	210,159	0.16%	210,159	0.16%
Supervisor	Hui-Fen Chen	2016.06.08	No shares held	0%	No shares held	0%
Number andpercentage of shares held byall Directors					26,020,075	19.40%
Number andpercentage of shares held byall Supervisors					2,301,880	1.72%

The Company's total issued common shares: 134,140,197 shares
The Company has appointed two Independent Directors. According to Article 26 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", if a public company has elected two or more Independent Directors, the share ownership standards for all Directors and Supervisors other than the Independent Directors shall be decreased by 20%.
The number of shares held by all Directors and Supervisors of the Company meet the legal percentage requirements.

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Thank You

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LARGAN — AGM Information 2019

52244_rns_2019-06-20_6f7aa1ce-6463-4835-b7dd-c594a5ea5847.pdf

Largan Precision Co., Ltd

Meeting Agenda Handbook

----Disclaimer----

Table of Contents

Page Number

Largan Precision Co., Ltd. 2019 Annual General Shareholders' Meeting Procedures

Largan Precision Co., Ltd. 2019 Annual General Shareholders' Meeting Agenda

Report Items

Proposals

Discussions and Elections

Extemporary Motions

Meeting Adjourned

Largan Precision Co., Ltd.

2018 Business Report

Largan Precision Co., Ltd.

Supervisors' Review Report

We hereby approve

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Inventory valuation

Description of key audit matter:

How the matter was addressed in our audit.

2. Accounts Receivable Valuation

Description of key audit matter:

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

KPMG

Notes to Readers

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD.

Balance Sheets

December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD.

Statements of Comprehensive Income

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. Statements of Changes in Equity For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars)

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD.

Statements of Cash Flows

For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars)

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Inventory valuation

Description of key audit matter:

How the matter was addressed in our audit:

2. Accounts Receivable Valuation

Description of key audit matter:

How the matter was addressed in our audit:

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

KPMG

Notes to Readers

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

( English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) LARGAN PRECISION CO., LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2018 and 2017

Largan Precision Co., Ltd. 2018 Earnings Distribution Table

Largan Precision Co., Ltd.

Largan Precision Co., Ltd. Comparison Table of Revisions to the "Procedures for the Acquisition or Disposal of Assets"

Largan Precision Co., Ltd.

Comparison Table of Revisions to the "Procedures for Engaging in Derivatives Trading"

Largan Precision Co., Ltd. Comparison Table of Revisions to the "Rules for Loaning of Funds" and "Rules for Endorsements/Guarantees"

Rules for Loaning of Funds

Appendix

Largan Precision Co., Ltd. Articles of Incorporation

Chapter 2 Shares

Chapter 3 Shareholders’ Meeting

LARGAN AGM Information 2019

`Notes to Readers`

`Notes to Readers`